Corporations law

Corporations law or corporate law is the field of law concerning the creation and regulation of corporations and other business organizations. A corporation is a legal entity that is legally treated, in certain instances, as a person; the corporation can own property, execute contracts, sue, and be sued. In British practice, corporate law is more often called company law.

Corporate law also includes the law governing the relationships among various constituents of a corporation such as shareholders, directors and management. By way of illustrative example, the following are questions of corporate law:

Under what circumstances may a corporation engage in a transaction (such as renting property) with a director? (see: conflict of interest, Duty of Loyalty)

How are the directors and officers of a corporation chosen?

What responsibilities does a director, an officer, or a majority shareholder owe to the corporation or to other shareholders? (see: fiduciary duty)

What actions may be undertaken by the officers of a corporation in their capacity as such, and what actions require the approval of the directors or of the shareholders? (see: corporate governance)

How may one corporation merge, consolidate with, or otherwise acquire another?

What are the procedures for calling and holding a meeting of the shareholders or of the directors of a corporation?

How may a corporation be dissolved, and what are the consequences of dissolving it?

How may a corporation issue stock, and what rights does a shareholder have with respect to the corporation?

Corporate law also sometimes includes securities laws, which govern the conditions under which corporations can issue shares and is aimed at preventing fraudulent offering schemes.

Corporate law is generally considered to be distinct from the fields of law that are principally concerned with the relationship between a corporation and a third party, such as commercial law, antitrust law, and environmental law.