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Corporation & Enterprise Law

A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to promulgate laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act. (See Minnesota's adoption.) State corporation laws require articles of incorporation to document the corporation's creation and to provide provisions regarding the management of internal affairs.  Most state corporation statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold.  Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors.

The law treats a corporation as a legal "person" that has standing to sue and be sued, distinct from its stockholders.  The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal "person" status of corporations gives the business perpetual life; deaths of officials or stockholders do not alter the corporation's structure.

Corporations are taxable entities that fall under a different scheme from individuals.  Although corporations have a "double tax" problem --both corporate profits and shareholder dividends are taxed -- corporate profits are taxed at a lower rate than rates for individuals.

Corporate law has important intersections with contract and commercial transactions law.

Corporation Law Fact: A corporation is an entity with the legal authority granted by a state to act as a single person distinct from the individual shareholders who make up the corporation.

Corporate Lawyers Fact: A corporation is an entity with the legal authority granted by a state to act as a single person distinct from the individual shareholders who make up the corporation.

Securities Law Fact: Securities law is the body of law that governs the purchase and sale of securities.

Securities Fraud Fact: Securities Fraud is a crime in which securities investing or trading laws have been violated. The definition of a security encompasses many things including stocks, bonds, commodities and other investments.

Fiduciary Obligations Fact: Directors and officers legally owe a fiduciary obligation to act in the best interest of shareholders.

Shareholder Suits Fact: Shareholder suits are brought by shareholders against the directors and officers of a corporation for violating their officer director obligations.

IPOs Fact: An IPO is an initial public offering of securities to the general public.

Commodities Law Fact: Commodities are any tangible assets such as pork bellies, wheat, gold, or silver that are bought and sold in a cash market

Banking Law Fact: Essentially, banking law covers financial institutions, including banks, savings unions, credit unions, and savings and loans.

Raising Money Fact: One of the most popular ways of funding businesses is through the use of personal credit cards.

Broker Disputes Fact: Broker Client disputes arise when brokers mislead their clients into purchasing securities based on false information.

Other Resources

  • FinanceNet ( Current events, news and government financial management resources.
  • Internal Revenue Service Tax information, regulations, forms and publications.
    • Tax Info for BusinessFrom the IRS.
  • Office of Small Business and Minority Affairs Administers and implements the small and disadvantaged business utilization program, minority colleges and universities program.
  • Securities and Exchange Commission Investor assistance, EDGAR database, SEC digests, statements and rulemaking documents.
  • The U.S. Business Advisor Business development, financial assistance, taxes, international trade, workplace issues and related e-services.
  • U.S. Small Business Administration Financial, technical and management assistance to help Americans start, run, and grow their businesses.
    • Office of Advocacy News, statistics, programs, conferences and services.
    • Small Business Administration Forms Loan application forms, IRS forms, OSHA forms and publications.
    • > Women's Business Center Interactive business skills training web site dedicated to helping entrepreneurial women.

  • California Business Laws & Services Business assistance, permits & licenses, tax information, work force, workplace and business codes.
  • Delaware Division of Corporations Formation and qualification of corporations in Delaware; includes FAQs, forms and publications.
  • Limited Liability Organizations State Legislation From South Texas College of Law.
  • State Law on Corporations From Cornell University.

  • The Federal Web Locator Listing of federal government agencies and resources on the World Wide Web.
Antitrust: an overview

Trusts and monopolies are concentrations of wealth in the hands of a few. Such conglomerations of economic resources are thought to be injurious to the public and individuals because such trusts minimize, if not obliterate normal marketplace competition, and yield undesirable price controls. These, in turn, cause markets to stagnate and sap individual initiative.

To prevent trusts from creating restraints on trade or commerce and reducing competition, Congress passed the Sherman Antitrust Act in 1890. The Sherman Act was designed to maintain economic liberty, and to eliminate restraints on trade and competition. The Sherman Act is the main source of Antitrust law.

The Sherman Act is a Federal statute and as such has a scope limited by Constitutional constraints on the Federal government. The commerce clause, however, allows for a very wide interpretation and application of this act. The Act applies to all transactions and business involved in interstate commerce. If the activities are local, the act applies to transactions affecting interstate commerce. The latter phrase has been interpretted to allow broad application of the Sherman Act.

Most if not all states have comparable statutes prohibiting monopolistic conduct, price fixing agreements, and other acts in restraint of trade having strictly local impact. See, for example, the Massachusetts Antitrust Act.

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