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Corporate Law – Notes
1. Introduction
Company and Corporation
What is a company?
o Dartmouth College v. Woodward (US SC)
A corporation is an artificial being, invisible, intangible and existing
only in contemplation of law.
Company and corporation
o United States ‘Corporation’ = United Kingdom ‘Company’
Company and corporation and business forms
In this course, the word ‘company’ is mostly used
Company and other business forms
Various business forms in:
1. The United States:
a.
2. The United Kingdom
a.
3. Comparable company types in various countries:
a.
,Introduction to Company Law
Companies a created by law. Company law governs the creation, operation and dissolution of
companies.
Nuances:
1. Jurisdiction
a. Common at national level: UK, France, Germany, etc.
b. Sometimes at state level: US: California Corporation Code, etc.
2. Supra-jurisdiction level:
a. European law: especially Company Law Directives, but also securities
regulation
b. US Federal: Securities Regulation
3. Other influential laws at a jurisdiction level
a. E.g., insolvency law, but also public law, contract law, etc.
4. Case law
5. Corporate governance codes
a. Soft law with principles and best practices: comply or explain principle
b. Exist in almost all countries
Introduction to jurisdictions:
1. United States
a. Corporate law varies state by state
b. Most corporations are incorporated under the law of the state of Delaware
i. Well developed, modern corporate law
1. Virtual shareholders’ meetings
2. Low administrative burden
ii. Experienced judges
iii. Tax policy
2. European Union and the UK
a. European rules – regulations, directives, recommendations
, 2. Formation
1. Business plan – addresses ideas, company description, financial plan, marketing plan,
management plan, etc.
a. Formation of the company – instrument of constitution
2. Founders – natural persons, perhaps legal entity.
a. Additional criteria: perhaps age, previous business activities
i. Depending on type of company and activities.
3. Instrument of constitution
a. Founders agree on establishment:
i. Articles of Association / Incorporation; Certificate of Incorporation
b. Contents: (e.g., Delaware, but different jurisdictions have different rules)
i.
ii. E.g., pre-emptive rights may not be provided in a European context, because
EU law already prescribes the pre-emptive rights
4. Goal of the company
a.
b. Can be specific (like Zalando) or broad (like Apple)
i. Advantage of a broad goal: allows the company to perform more acts, as
companies are bound by their own goals.
ii. Advantage of narrow goal: prevents management from taking actions outside
of the goals
iii.
5. Other elements:
a. In some countries, instrument of co0nstitution is part of a notarial deed
