Business Law

Agency Law and Business Relationships Businesses rarely act entirely through the people who own them. A corporation cannot physically negotiate a contract. A partnership cannot personally call a customer. A sole proprietor may hire someone to purchase supplies, negotiate with clients, or manage operations. A company executive may authorize an Read more

Corporate Officers A corporation may have a board of directors responsible for overall governance, but a board cannot run every aspect of a business itself. Corporations therefore rely on corporate officers to translate board-level decisions into organizational action and to manage the corporation’s day-to-day affairs. The Chief Executive Officer signs Read more

Directors and Boards of Directors A corporation is a legal person, but it cannot think, deliberate, or act by itself. It needs human beings to exercise its legal powers. In the corporate structure, one of the most important groups performing that function is the board of directors. Directors occupy a Read more

Classes of Corporate Stock A corporation does not necessarily have only one kind of stock. Modern corporate law allows corporations to create different classes and series of stock with different legal, economic, and voting rights. This flexibility is one of the most important features of the corporate form because it Read more

Shareholders and Share Ownership A corporation may have one shareholder or millions of shareholders. Yet regardless of its size, an important legal distinction remains: A shareholder owns shares in the corporation; the shareholder does not ordinarily own the corporation’s individual assets. This distinction is fundamental to corporate law. When someone Read more

Corporate Formation and Incorporation A corporation does not come into existence simply because people decide to operate a business together. A corporation becomes a legal entity through a process of formation and incorporation governed primarily by state law. In simple terms, incorporation is the legal process through which a business Read more

13. Piercing the Corporate Veil: When Courts Disregard Separate Corporate Personality Introduction One of the central principles of corporate law is that a corporation is a legal person separate from its shareholders. That separation has important consequences. The corporation owns its own property. The corporation enters its own contracts. The Read more

11. Separate Legal Personality: The Business Entity as a Distinct Legal Person Introduction One of the most important ideas in business law is surprisingly simple: A business entity can be legally different from the people who own, manage, or work for it. When a corporation or other qualifying business entity Read more

Corporation: Formation, Structure, Governance, Ownership, and Liability The corporation is one of the oldest and most important forms of business organization in American law. Unlike a sole proprietorship or traditional partnership, a corporation is a separate legal entity from the people who own it. It can own property, enter contracts, Read more