The federal government does not authorize corporations (except national banks, federal savings banks, and federal credit unions), although it does regulate them. Each of the 50 plus DC states has its own company law. State corporate law is the main law governing corporate governance and operations. Each state passes its own statutory corporate laws and develops its own common law around those statutes.
Shareholders seeking to bring actions to assert their rights generally must do so in accordance with state law. Many state legislatures, instead of drafting corporate bylaws independently, adopt the Model Business Companies Act (MBCA) as the default corporate law in that state. The MBCA is a model set of laws prepared by the Corporate Law Committee of the Business Law Section of the American Bar Association. Twenty-four states have chosen wholesale adoption of the MBCA.
This practice has added a degree of uniformity to state statutory law across state lines. International Business Alternatives to Corporations Form a Corporation What's Next? Facts and Myths FOIA requests. Many corporations (especially public corporations) incorporate in Delaware, but establish their headquarters elsewhere. In the 1970s, Santa Clara was used to justify granting corporations the First Amendment right to spend unlimited corporate funds on voting initiatives in a case called Bellotti.
Legal address for most public corporations, for multinational companies involved in mergers and acquisitions, and for complex alternative entities. In history at the University of Wisconsin-Madison, where his dissertation examined the history of business regulation in the United States in the 19th and 20th centuries. While the Supreme Court (outside the exception of the Courtesy Clause) has granted more corporate rights to corporations, especially in the areas of Equal Protection and the First Amendment, the Supreme Court has also puzzlingly exempted corporations from certain human rights lawsuits. At the same time as the statutory powers of companies were expanded, the Supreme Court also decided which constitutional rights could be attached to the corporate form.
With this Supreme Court term, the Court can dig an even bigger hole in its peculiar treatment of corporations. All, or a majority, of the incorporators or directors, or both, should be residents of the constituent state. If the Supreme Court cares to notice, most federal Circuit Courts have decided that corporate liability under the Aliens Statute is appropriate, and the Second Circuit remains the only one in its aggressive reading of the law that corporations are simply not responsible. Another aspect came from the business community itself, the capitalist class, which wanted federal regulation that would anticipate restrictive state laws and encourage the growth of large companies.
Delaware law exempts certain Delaware holding companies from corporate income tax, which are companies that derive 100% of their income from passive economic activity, such as licensing intangible assets.
