An Overview of the Laws of Corporations

During the twentieth century, legislatures found it necessary to enact great masses of additional legislation to deal with the special problems of corporations. People who worked with the entire group of relevant laws were known as “corporation lawyers.” But, like Londoners, they continued to regard as “corporation laws” only those few that covered the same points embraced by the laws of the Victorian era. The others carried distinct sobriquets.

This usage leads to a confusion in speaking about the “laws of corporations,” since they are so much broader than “corporation laws.” It would be hard, though, for a reader to remember that “laws of corporations” and “corporation laws” are not the same thing. In order to minimize this source of confusion, I shall avoid the term “corporation laws,” and speak rather of “corporation codes.”

With this understood, several separate bodies of the laws of corporations can be distinguished. These are (1) the corporation codes; (2) the judge-made law of corporations; (3) the securities laws; (4) the securities transfer laws; (5) the antitrust laws; (6) the tax laws; (7) the rules of the stock exchanges; and (8) accounting standards. With respect to each of these segments of law, this Article asks what it contributes to the corporation regime, how it relates to other segments of the regime, and how its functions are performed in other legal systems.