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371 relations: Act of Parliament, Act Relative to Incorporations for Manufacturing Purposes of 1811, Adam Smith, Adolf A. Berle, Aktiengesellschaft, Amoco, Amoco Cadiz, Andrew Carnegie, Andrew G. T. Moore II, Annual general meeting, Annual report, AP Smith Manufacturing Co. v. Barlow, Apparent authority, Archibald Cox, Aronson v. Lewis, Articles of incorporation, Asset management, AT&T, Attorney General v Davy, Audit committee, Austin v. Michigan Chamber of Commerce, Autocracy, Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame, Bank of the United States v. Deveaux, Banking in the United States, Bankruptcy in the United States, Bargaining power, Basic Inc. v. Levinson, BCE Inc v 1976 Debentureholders, Beatrice Webb, Benihana of Tokyo, Inc. v. Benihana, Inc., Benjamin N. Cardozo, Berkey v. Third Avenue Railway Co., Bernie Sanders, Bipartisan Campaign Reform Act, BlackRock, Blue Chip Stamps v. Manor Drug Stores, Board of directors, Broker-dealer, Broz v. Cellular Information Systems Inc., Buckley v. Valeo, Burwell v. Hobby Lobby Stores, Inc., Business judgment rule, Business Roundtable, By-law, Cadbury Report, California Codes, CalPERS, Calvin Coolidge, Campbell Soup Company, ..., Capacity (law), Cartel, Case Concerning Barcelona Traction, Light, and Power Company, Ltd, Case of Sutton's Hospital, Chapter 11, Title 11, United States Code, Charitable Corporation, Charles Guth, Cheff v. Mathes, Chiarella v. United States, Chicago Cubs, Chrysler, Citigroup, Citizens United v. FEC, Claim in bankruptcy, Clayton Antitrust Act of 1914, Co-determination, Collective action, Collective agreement, Collective bargaining, Commission on Industrial Relations, Committee, Commodity, Common law, Companies Act 2006, Concession (contract), Conflict of interest, Connecticut General Life Insurance Co. v. Johnson, Constitution of California, Corporate bond, Corporate capitalism, Corporate finance, Corporate governance, Corporate group, Corporate opportunity, Corporate tax, Corporate tax in the United States, Court of Chancery, Credit Rating Agency Reform Act, Creditor, Dartmouth College, Dartmouth College v. Woodward, Davenport v. Dows, Davis v. Alexander, Declaration of independence, Default rule, Defined benefit pension plan, Defined contribution plan, Delaware Court of Chancery, Delaware General Corporation Law, Delaware Supreme Court, Derivative, Derivative (finance), Directors and officers liability insurance, Directors' duties, Diversification (finance), Dividend, Dobson Cellular, Dodd–Frank Wall Street Reform and Consumer Protection Act, Dodge v. Ford Motor Co., Douglas H. Ginsburg, Dunlop Commission on the Future of Worker-Management Relations: Final Report, Duty of care, Eileen Appelbaum, Employee Retirement Income Security Act of 1974, Employee stock ownership plan, Employment contract, Enron, Enron scandal, Enterprise liability, Equal Protection Clause, Excise tax in the United States, Executive compensation, Externality, Federal Election Campaign Act, Federal law, Fidelity Investments, Fiduciary, Financial crisis of 2007–2008, First Amendment to the United States Constitution, First Bank of the United States, Ford Motor Company, Form 10-K, Form 10-Q, Fourteenth Amendment to the United States Constitution, Franchise tax, Fraud-on-the-market theory, Freedom of speech, Friedrich Kessler, Fundamental rights, Gardiner Means, General Tire, Gibbons v. Ogden, Glass Lewis, Good faith, Government bond, Great Depression, Gross negligence, Guarantee, Guth v. Loft Inc., Harvard Law Review, Harvard Law School, Health care in the United States, Henry Ford, Hillary Clinton, Hillary: The Movie, Hindsight bias, In re Caremark International Inc. Derivative Litigation, In re Citigroup Inc. Shareholder Derivative Litigation, In re Oracle Corp. Derivative Litigation, In re Walt Disney Co. Derivative Litigation, Independent director, Industrial democracy, Industrial Revolution, Inequality of bargaining power, Informed consent, Initial public offering, Insider trading, Insolvency Act 1986, Institutional investor, Institutional Shareholder Services, Insurance in the United States, Internal affairs doctrine, Internal Revenue Code, International law, Investment Advisers Act of 1940, Investment Company Act of 1940, Investment management, Janus Capital Group, Inc. v. First Derivative Traders, Jerome W. Van Gorkom, Joel Seligman, John C. Coffee, John Marshall Harlan, John R. Commons, Joint and several liability, Joy v. North, Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd, Keech v Sandford, Kenneth Keating, Kinney Shoe Corp v. Polan, Labor Management Relations Act of 1947, Lacos Land Co v. Arden Group Inc, Law of agency, Law of the United States, Learned Hand, Legal person, Leximetrics, Liberty, Life insurance, Limited liability, Limited liability company, Limited liability limited partnership, List of company registers, List of states and territories of the United States, Loft, Inc., Louis Brandeis, Louis K. Liggett Co. v. Lee, Lucian Bebchuk, Lynn Stout, Marmon Group, Marrama v. Citizens Bank of Massachusetts, Matrixx Initiatives, Inc. v. Siracusano, Matthew W. Finkin, Meinhard v. Salmon, Mergers and acquisitions, Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit, Michigan Supreme Court, Miller v Miller, Ministry of Labor, Model Business Corporation Act, Moran v. Household International, Inc., Morgan Stanley, Mutual fund, NASDAQ, National Labor Relations Act of 1935, Natural person, Negligence, New Deal, New York Business Corporation Law, New York Stock Exchange, Nexus of contracts, NYSE American, NYSE Listed Company Manual, Obiter dictum, OECD, Oil spill, One share, one vote, Other People's Money and How the Bankers Use It, Paramount Communications, Inc. v. QVC Network, Inc., Parliamentary procedure in the corporate world, Partnership taxation in the United States, Patient Protection and Affordable Care Act, Paul v. Virginia, Pension fund, PepsiCo, Perpetual Real Estate Services, Inc. v. Michaelson Properties, Inc., Pete Visclosky, Peter Gourevitch, Philip Yorke, 1st Earl of Hardwicke, Princeton University, Principal–agent problem, Privileges and Immunities Clause, Pro rata, Procter & Gamble, Profit maximization, Property, Property insurance, Providence and Worcester Railroad, Proxy fight, Proxy voting, Public employee pension plans in the United States, R v Richardson, Race to the bottom, Ralph K. Winter Jr., Regulatory competition, Religious Freedom Restoration Act, Respondeat superior, Revenue, Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., Richard Nixon, Robert C. Clark, Roger J. Traynor, Royal charter, Santa Clara County v. Southern Pacific Railroad Co., Sarbanes–Oxley Act, Say on pay, Schedule 13D, SEC Rule 10b-5, Securities Act of 1933, Securities Exchange Act of 1934, Securities fraud, Securities Litigation Uniform Standards Act, Security interest, Self-dealing, Shareholder, Shareholder rights plan, Shareholder value, Sherman Antitrust Act, Shlensky v. Wrigley, Sidney Webb, 1st Baron Passfield, Simon Deakin, Smith v. Van Gorkom, Social justice, South Sea Company, Southern Pacific Transportation Company, Staggered elections, Stakeholder (corporate), State Board of Equalization (California), Stephen Bainbridge, Stock, Stock certificate, Stock market crash, Strike suit, Subprime lending, Superfund, Supreme Court of the United States, Swiss executive pay referendum, 2013, Taylor v. Standard Gas & Electric Co., The Charitable Corp v Sutton, The Modern Corporation and Private Property, The Vanguard Group, The Wealth of Nations, TIAA, Title 15 of the United States Code, Title 29 of the United States Code, Title retention clause, Tort, TransUnion, Treasury stock, Trust law, Trust-fund tax, Trustee, TSC Industries, Inc. v. Northway, Inc., U.S. Securities and Exchange Commission, Ultra vires, Ultramares Corp. v. Touche, Uniform Commercial Code, Unissued stock, United Airlines, United Automobile Workers, United Kingdom company law, United States antitrust law, United States Bill of Rights, United States Congress, United States Constitution, United States contract law, United States corporate law, United States Court of Appeals for the District of Columbia Circuit, United States Court of Appeals for the Fourth Circuit, United States Court of Appeals for the Second Circuit, United States Department of Labor, United States House of Representatives, United States labor law, United States Mint, United States tort law, United States v. Bestfoods, United States v. O'Hagan, United States v. South-Eastern Underwriters Ass'n, United Steelworkers, Unitrin, Inc. v. American General Corp., Unocal Corp. v. Mesa Petroleum Co., Vicarious liability, Virginia, Voting, Voting trust, Walkovszky v. Carlton, Wall Street Crash of 1929, Weinberger v. UOP, Inc., Whelpdale v Cookson, William B. Chandler III, William L. Cary, William Murray, 1st Earl of Mansfield, William O. Douglas, William Z. Ripley, Williams Act, Woodrow Wilson, Worker representation on corporate boards of directors, Workplace Democracy Act, World War I, World War II, Zapata Corp v. Maldonado, 401(k). Expand index (321 more) »
Act of Parliament
Acts of Parliament, also called primary legislation, are statutes passed by a parliament (legislature).
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Act Relative to Incorporations for Manufacturing Purposes of 1811
The Act relative to incorporations for manufacturing purposes passed by the 34th New York State Legislature on March 22, 1811, was the first law in the US giving a general authorization for formation of corporations.
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Adam Smith
Adam Smith (16 June 1723 NS (5 June 1723 OS) – 17 July 1790) was a Scottish economist, philosopher and author as well as a moral philosopher, a pioneer of political economy and a key figure during the Scottish Enlightenment era.
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Adolf A. Berle
Adolf Augustus Berle Jr. (January 27, 1895 – February 17, 1971) was a lawyer, educator, author, and U.S. diplomat.
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Aktiengesellschaft
Aktiengesellschaft (abbreviated AG) is a German word for a corporation limited by share ownership (i.e. one which is owned by its shareholders) and may be traded on a stock market.
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Amoco
Amoco Corporation, originally Standard Oil Company (Indiana), is a global chemical and oil company that was founded in 1889 around a refinery located in Whiting, Indiana, United States.
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Amoco Cadiz
Amoco Cadiz was a very large crude carrier (VLCC) under the Liberian flag of convenience owned by Amoco and transporting crude oil for Shell.
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Andrew Carnegie
Andrew Carnegie (but commonly or;MacKay, p. 29. November 25, 1835August 11, 1919) was a Scottish-American industrialist, business magnate, and philanthropist.
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Andrew G. T. Moore II
Andrew Given Tobias Moore II, (b. November 25, 1935) in New Orleans, is an American attorney who was a justice of the Delaware Supreme Court from 1982 to 1994.
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Annual general meeting
An annual general meeting (commonly abbreviated as AGM, also known as the annual meeting) is a meeting of the general membership of an organization.
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Annual report
An annual report is a comprehensive report on a company's activities throughout the preceding year.
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AP Smith Manufacturing Co. v. Barlow
AP Smith Manufacturing Co v Barlow, 13 N.J. 145, 98 A.2d 581 (N.J. 1953), is a US corporate law case, concerning the application of directors' duties in regard to balancing the interests of different stakeholders.
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Apparent authority
In the United States, the United Kingdom, Canada and South Africa, apparent authority (also called "ostensible authority") relates to the doctrines of the law of agency.
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Archibald Cox
Archibald "Archie" Cox Jr. (May 17, 1912 – May 29, 2004) was an American lawyer and law professor who served as U.S. Solicitor General under President John F. Kennedy and later as a special prosecutor during the Watergate scandal.
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Aronson v. Lewis
Aronson v Lewis, 473 A.2d 805 (Del. 1984), is a US corporate law case, from Delaware concerning the possibility of a shareholder to bring a derivative suit.
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Articles of incorporation
Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada.
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Asset management
Asset management, broadly defined, refers to any system that monitors and maintains things of value to an entity or group.
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AT&T
AT&T Inc. is an American multinational conglomerate holding company headquartered at Whitacre Tower in Downtown Dallas, Texas.
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Attorney General v Davy
Attorney General v Davy (1741) is a UK company law case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does.
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Audit committee
In a U.S. publicly traded company, an audit committee is an operating committee of the board of directors charged with oversight of financial reporting and disclosure.
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Austin v. Michigan Chamber of Commerce
Austin v. Michigan Chamber of Commerce, 494 U.S. 652 (1990) is a United States corporate law case of the Supreme Court of the United States holding that the Michigan Campaign Finance Act, which prohibited corporations from using treasury money to make independent expenditures to support or oppose candidates in elections, did not violate the First and Fourteenth Amendments.
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Autocracy
An autocracy is a system of government in which supreme power (social and political) is concentrated in the hands of one person, whose decisions are subject to neither external legal restraints nor regularized mechanisms of popular control (except perhaps for the implicit threat of a coup d'état or mass insurrection).
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Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution.
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Bank of the United States v. Deveaux
Bank of the United States v. Deveaux, is an early US corporate law case decided by the US Supreme Court.
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Banking in the United States
Banking in the United States began in the late 1790s along with the country's founding and has developed into highly influential and complex system of banking and financial services.
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Bankruptcy in the United States
In the United States, bankruptcy is governed by federal law.
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Bargaining power
Bargaining power is the relative ability of parties in a situation to exert influence over each other.
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Basic Inc. v. Levinson
Basic Inc.
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BCE Inc v 1976 Debentureholders
BCE Inc v 1976 Debentureholders, 2008 SCC 69 (CanLII), 3 SCR 560 is a leading decision of the Supreme Court of Canada on the nature of the duties of corporate directors to act in the best interests of the corporation, "viewed as a good corporate citizen".
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Beatrice Webb
Martha Beatrice Webb, Baroness Passfield, (née Potter; 22 January 1858 – 30 April 1943), was an English sociologist, economist, socialist, labour historian and social reformer.
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Benihana of Tokyo, Inc. v. Benihana, Inc.
Benihana of Tokyo, Inc.
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Benjamin N. Cardozo
Benjamin Nathan Cardozo (May 24, 1870 – July 9, 1938) was an American lawyer and jurist who served as an Associate Justice of the Supreme Court of the United States.
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Berkey v. Third Avenue Railway Co.
Berkey v. Third Avenue Railway Co 244 N.Y. 602 (1927) is a classic veil piercing case by Judge Benjamin N. Cardozo in United States corporate law.
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Bernie Sanders
Bernard Sanders (born September 8, 1941) is an American politician serving as the junior United States Senator from Vermont since 2007.
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Bipartisan Campaign Reform Act
The Bipartisan Campaign Reform Act of 2002 (BCRA, McCain–Feingold Act) is a United States federal law that amended the Federal Election Campaign Act of 1974, which regulates the financing of political campaigns.
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BlackRock
BlackRock, Inc. is an American global investment management corporation based in New York City.
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Blue Chip Stamps v. Manor Drug Stores
Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 (1975), was a decision by the United States Supreme Court, which ruled that only those suffering direct loss from the purchase or sale of stock had standing to sue under federal securities law.
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Board of directors
A board of directors is a recognized group of people who jointly oversee the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency.
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Broker-dealer
In financial services, a broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers.
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Broz v. Cellular Information Systems Inc.
Broz v. Cellular Information Systems Inc., 637 A.2d 148 (Del. 1996), is a US corporate law case, concerning the standard in Delaware corporations regarding conflicts of interest.
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Buckley v. Valeo
Buckley v. Valeo,, is a U.S. constitutional law Supreme Court case on campaign finance.
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Burwell v. Hobby Lobby Stores, Inc.
Burwell v. Hobby Lobby,, is a landmark decision in United States corporate law by the United States Supreme Court allowing closely held for-profit corporations to be exempt from a regulation its owners religiously object to, if there is a less restrictive means of furthering the law's interest, according to the provisions of the Religious Freedom Restoration Act (RFRA).
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Business judgment rule
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives.
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Business Roundtable
The Business Roundtable (BRT) is a politically conservative group of chief executive officers of major U.S. corporations formed to promote pro-business public policy.
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By-law
A by-law (bylaw) is a rule or law established by an organization or community to regulate itself, as allowed or provided for by some higher authority.
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Cadbury Report
The Cadbury Report, titled Financial Aspects of Corporate Governance, is a report issued by "The Committee on the Financial Aspects of Corporate Governance" chaired by Adrian Cadbury that sets out recommendations on the arrangement of company boards and accounting systems to mitigate corporate governance risks and failures.
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California Codes
The California Codes are 29 legal codes enacted by the California State Legislature, which together form the general statutory law of California.
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CalPERS
The California Public Employees' Retirement System (CalPERS) is an agency in the California executive branch that "manages pension and health benefits for more than 1.6 million California public employees, retirees, and their families".
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Calvin Coolidge
John Calvin Coolidge Jr. (July 4, 1872 – January 5, 1933) was an American politician and the 30th President of the United States (1923–1929).
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Campbell Soup Company
The Campbell Soup Company, also known as just Campbell's, is an American producer of canned soups and related products that are sold in 120 countries around the world.
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Capacity (law)
The capacity of natural and juridical persons (legal persons) in general, determines whether they may make binding amendments to their rights, duties and obligations, such as getting married or merging, entering into contracts, making gifts, or writing a valid will.
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Cartel
A cartel is a group of apparently independent producers whose goal is to increase their collective profits by means of price fixing, limiting supply, or other restrictive practices.
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Case Concerning Barcelona Traction, Light, and Power Company, Ltd
Case Concerning Barcelona Traction, Light, and Power Company, Ltd is a public international law case, concerning the abuse of rights.
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Case of Sutton's Hospital
Case of Sutton's Hospital (1612) 77 Eng Rep 960 is an old common law case decided by Sir Edward Coke.
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Chapter 11, Title 11, United States Code
Chapter 11 is a chapter of Title 11, the United States Bankruptcy Code, which permits reorganization under the bankruptcy laws of the United States.
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Charitable Corporation
The Charitable Corporation was an institution in Britain intended to provide loans at low interest to the deserving poor, including by large-scale pawnbroking.
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Charles Guth
Charles George Guth (June 3, 1877 – May 24, 1948) was an American businessman, who, as executive of the Loft Candy Company, purchased the trademark and the syrup recipe of the twice-bankrupt Pepsi-Cola Company.
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Cheff v. Mathes
Cheff v. Mathes, 199 A.2d 548 (Del. 1964), was a case in which the Delaware Supreme Court first addressed the issue of director conflict of interest in a corporate change of control setting.
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Chiarella v. United States
Chiarella v. United States,, is a case in which the Supreme Court of the United States held that an employee of a printer handling corporate takeover bids who deduced target companies' identities and dealt in their stock without disclosing his knowledge of impending takeovers, had not violated § 10(b) of the Securities Exchange Act of 1934 ((b)) and SEC Rule 10b-5.
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Chicago Cubs
The Chicago Cubs are an American professional baseball team based in Chicago, Illinois.
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Chrysler
Fiat Chrysler Automobiles US LLC (commonly known as Chrysler) is the American subsidiary of Fiat Chrysler Automobiles N.V., an Italian-American automobile manufacturer registered in the Netherlands with headquarters in London, U.K., for tax purposes.
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Citigroup
Citigroup Inc. or Citi (stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City.
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Citizens United v. FEC
Citizens United v. Federal Election Commission,, is a landmark U.S. constitutional law, campaign finance, and corporate law case dealing with regulation of political campaign spending by organizations.
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Claim in bankruptcy
A Proof of claim in bankruptcy, in United States bankruptcy law, is a document filed with the Court so as to register a claim against the assets of the bankruptcy estate.
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Clayton Antitrust Act of 1914
The Clayton Antitrust Act of 1914 (codified at), was a part of United States antitrust law with the goal of adding further substance to the U.S. antitrust law regime; the Clayton Act sought to prevent anticompetitive practices in their incipiency.
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Co-determination
Codetermination (also "copartnership" or "worker participation") is the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company.
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Collective action
Collective action refers to action taken together by a group of people whose goal is to enhance their status and achieve a common objective.
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Collective agreement
A collective agreement, collective labour agreement (CLA) or collective bargaining agreement (CBA) is a special type of commercial agreement, usually as one negotiated "collectively" between management (on behalf of the company) and trade unions (on behalf of employees).
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Collective bargaining
Collective bargaining is a process of negotiation between employers and a group of employees aimed at agreements to regulate working salaries, working conditions, benefits, and other aspects of workers' compensation and rights for workers.
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Commission on Industrial Relations
For the government agency in Nebraska see Court of Industrial Relations (Nebraska) The Commission on Industrial Relations (also known as the Walsh Commission) p. 12.
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Committee
A committee (or "commission") is a body of one or more persons that is subordinate to a deliberative assembly.
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Commodity
In economics, a commodity is an economic good or service that has full or substantial fungibility: that is, the market treats instances of the good as equivalent or nearly so with no regard to who produced them.
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Common law
Common law (also known as judicial precedent or judge-made law, or case law) is that body of law derived from judicial decisions of courts and similar tribunals.
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Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.
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Concession (contract)
A concession or concession agreement is a grant of rights, land or property by a government, local authority, corporation, individual or other legal entity.
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Conflict of interest
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another.
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Connecticut General Life Insurance Co. v. Johnson
Connecticut General Life Insurance Company v. Johnson, is a case in which the United States Supreme Court dealt with corporate entities.
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Constitution of California
The Constitution of the State of California is the constitution of California, describing the duties, powers, structure and function of the government of California.
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Corporate bond
A corporate bond is a bond issued by a corporation in order to raise financing for a variety of reasons such as to ongoing operations, M&A, or to expand business.
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Corporate capitalism
Corporate capitalism is a term used in social science and economics to describe a capitalist marketplace characterized by the dominance of hierarchical, bureaucratic corporations.
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Corporate finance
Corporate finance is the area of finance dealing with the sources of funding and the capital structure of corporations, the actions that managers take to increase the value of the firm to the shareholders, and the tools and analysis used to allocate financial resources.
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Corporate governance
Corporate governance is the mechanisms, processes and relations by which corporations are controlled and directed.
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Corporate group
A corporate group or group of companies is a collection of parent and subsidiary corporations that function as a single economic entity through a common source of control.
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Corporate opportunity
The corporate opportunity doctrine is the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation.
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Corporate tax
A corporate tax, also called corporation tax or company tax, is a direct tax imposed by a jurisdiction on the income or capital of corporations or analogous legal entities.
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Corporate tax in the United States
Corporate tax is imposed in the United States at the federal, most state, and some local levels on the income of entities treated for tax purposes as corporations.
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Court of Chancery
The Court of Chancery was a court of equity in England and Wales that followed a set of loose rules to avoid the slow pace of change and possible harshness (or "inequity") of the common law.
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Credit Rating Agency Reform Act
The Credit Rating Agency Reform Act is a United States federal law whose goal is to improve ratings quality for the protection of investors and in the public interest by fostering accountability, transparency, and competition in the credit rating agency industry.
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Creditor
A creditor is a party (for example, person, organization, company, or government) that has a claim on the services of a second party.
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Dartmouth College
Dartmouth College is a private Ivy League research university in Hanover, New Hampshire, United States.
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Dartmouth College v. Woodward
Trustees of Dartmouth College v. Woodward,, was a landmark decision in United States corporate law from the United States Supreme Court dealing with the application of the Contracts Clause of the United States Constitution to private corporations.
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Davenport v. Dows
Davenport v. Dows, 85 U.S. (18 Wall.) 626 (1873), is a US corporate law case concerning the derivative suits in Delaware.
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Davis v. Alexander
Davis v Alexander, 269 U.S. 114 (1925), is a US corporate law case, concerning the duties of parent corporations for actions of subsidiaries.
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Declaration of independence
A declaration of independence or declaration of statehood is an assertion by a defined territory that it is independent and constitutes a state.
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Default rule
In legal theory, a default rule is a rule of law that can be overridden by a contract, trust, will, or other legally effective agreement.
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Defined benefit pension plan
A defined benefit pension plan is a type of pension plan in which an employer/sponsor promises a specified pension payment, lump-sum (or combination thereof) on retirement that is predetermined by a formula based on the employee's earnings history, tenure of service and age, rather than depending directly on individual investment returns.
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Defined contribution plan
A defined contribution (DC) plan is a type of retirement plan in which the employer, employee or both make contributions on a regular basis.
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Delaware Court of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware.
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Delaware General Corporation Law
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.
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Delaware Supreme Court
The Supreme Court of Delaware is the sole appellate court in the United States' state of Delaware.
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Derivative
The derivative of a function of a real variable measures the sensitivity to change of the function value (output value) with respect to a change in its argument (input value).
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Derivative (finance)
In finance, a derivative is a contract that derives its value from the performance of an underlying entity.
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Directors and officers liability insurance
Directors and officers liability Insurance (often called "D&O") is liability insurance payable to the directors and officers of a company, or to the organization(s) itself, as indemnification (reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for alleged wrongful acts in their capacity as directors and officers.
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Directors' duties
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them.
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Diversification (finance)
In finance, diversification is the process of allocating capital in a way that reduces the exposure to any one particular asset or risk.
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Dividend
A dividend is a payment made by a corporation to its shareholders, usually as a distribution of profits.
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Dobson Cellular
Dobson Cellular Systems, Inc. now part of AT&T Mobility, was a wireless telecommunications provider in several regions of the United States, including Alaska, Arizona, California, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin.
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Dodd–Frank Wall Street Reform and Consumer Protection Act
The Dodd–Frank Wall Street Reform and Consumer Protection Act (commonly referred to as Dodd–Frank) was signed into United States federal law by US President Barack Obama on July 21, 2010.
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Dodge v. Ford Motor Co.
Dodge v. Ford Motor Company, 204 Mich.
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Douglas H. Ginsburg
Douglas Howard Ginsburg (born May 25, 1946) is a Senior United States Circuit Judge of the United States Court of Appeals for the District of Columbia Circuit.
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Dunlop Commission on the Future of Worker-Management Relations: Final Report
The Dunlop Commission on the Future of Worker-Management Relations: Final Report was a major review of US labor law, containing recommendations for reform, established by the US Department of Labor and US Department of Commerce.
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Duty of care
In tort law, a duty of care is a legal obligation which is imposed on an individual requiring adherence to a standard of reasonable care while performing any acts that could foreseeably harm others.
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Eileen Appelbaum
Eileen Appelbaum is a senior economist at the Center for Economic and Policy Research and an expert in private equity and labor relations.
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Employee Retirement Income Security Act of 1974
The Employee Retirement Income Security Act of 1974 (ERISA) (codified in part at) is a federal United States tax and labor law that establishes minimum standards for pension plans in private industry.
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Employee stock ownership plan
An employee stock ownership plan (ESOP) is an employee-owner program that provides a company's workforce with an ownership interest in the company.
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Employment contract
An employment contract or contract of employment is a kind of contract used in labour law to attribute rights and responsibilities between parties to a bargain.
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Enron
Enron Corporation was an American energy, commodities, and services company based in Houston, Texas.
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Enron scandal
The Enron scandal was a financial scandal that eventually led to the bankruptcy of the Enron Corporation, an American energy company based in Houston, Texas, and the de facto dissolution of Arthur Andersen, which was one of the five largest audit and accountancy partnerships in the world.
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Enterprise liability
Enterprise liability is a legal doctrine under which individual entities (for example, otherwise legally unrelated corporations or people) can be held jointly liable for some action on the basis of being part of a shared enterprise.
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Equal Protection Clause
The Equal Protection Clause is part of the Fourteenth Amendment to the United States Constitution.
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Excise tax in the United States
Excise tax in the United States is an indirect tax on listed items.
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Executive compensation
Executive compensation or executive pay is composed of the financial compensation and other non-financial awards received by an executive from their firm for their service to the organization.
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Externality
In economics, an externality is the cost or benefit that affects a party who did not choose to incur that cost or benefit.
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Federal Election Campaign Act
The Federal Election Campaign Act of 1971 (FECA,, et seq.) is the primary United States federal law regulating political campaign spending and fundraising.
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Federal law
Federal law is the body of law created by the federal government of a country.
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Fidelity Investments
Fidelity Investments Inc., commonly referred to as Fidelity, is a multinational financial services corporation based in Boston, Massachusetts.
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Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons).
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Financial crisis of 2007–2008
The financial crisis of 2007–2008, also known as the global financial crisis and the 2008 financial crisis, is considered by many economists to have been the worst financial crisis since the Great Depression of the 1930s.
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First Amendment to the United States Constitution
The First Amendment (Amendment I) to the United States Constitution prevents Congress from making any law respecting an establishment of religion, prohibiting the free exercise of religion, or abridging the freedom of speech, the freedom of the press, the right to peaceably assemble, or to petition for a governmental redress of grievances.
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First Bank of the United States
The President, Directors and Company, of the Bank of the United States, commonly known as the First Bank of the United States, was a national bank, chartered for a term of twenty years, by the United States Congress on February 25, 1791.
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Ford Motor Company
Ford Motor Company (commonly referred to simply as "Ford") is an American multinational automaker headquartered in Dearborn, Michigan, a suburb of Detroit.
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Form 10-K
A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company's financial performance.
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Form 10-Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
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Fourteenth Amendment to the United States Constitution
The Fourteenth Amendment (Amendment XIV) to the United States Constitution was adopted on July 9, 1868, as one of the Reconstruction Amendments.
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Franchise tax
A franchise tax is a government levy (tax) charged by some US states to certain business organizations such as corporations and partnerships with a nexus in the state.
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Fraud-on-the-market theory
The fraud-on-the-market theory is the idea that stock prices are a function of all material information about the company and its business.
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Freedom of speech
Freedom of speech is a principle that supports the freedom of an individual or a community to articulate their opinions and ideas without fear of retaliation, censorship, or sanction.
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Friedrich Kessler
Friedrich "Fritz" Kessler (August 25, 1901 – January 21, 1998) was an American law professor who taught at Yale Law School (1935–1938, 1947–1970), University of Chicago Law School, and University of California, Berkeley School of Law.
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Fundamental rights
Some universally recognized rights that are seen as fundamental, i.e., contained in the United Nations Universal Declaration of Human Rights, the U.N. International Covenant on Civil and Political Rights, or the U.N. International Covenant on Economic, Social and Cultural Rights, include the following.
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Gardiner Means
Gardiner Coit Means (June 8, 1896 in Windham, Connecticut – February 15, 1988 in Vienna, Virginia) was an American economist who worked at Harvard University, where he met lawyer-diplomat Adolf Berle.
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General Tire
The General Tire and Rubber Company is an American manufacturer of tires for motor vehicles.
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Gibbons v. Ogden
Gibbons v. Ogden, was a landmark decision in which the Supreme Court of the United States held that the power to regulate interstate commerce, granted to Congress by the Commerce Clause of the United States Constitution, encompassed the power to regulate navigation.
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Glass Lewis
Glass, Lewis & Co. is one of two prominent proxy advisory services in the world, the other being Institutional Shareholder Services ("ISS").
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Good faith
Good faith (bona fides), in human interactions, is a sincere intention to be fair, open, and honest, regardless of the outcome of the interaction.
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Government bond
A government bond or sovereign bond is a bond issued by a national government, generally with a promise to pay periodic interest payments and to repay the face value on the maturity date.
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Great Depression
The Great Depression was a severe worldwide economic depression that took place mostly during the 1930s, beginning in the United States.
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Gross negligence
Gross negligence is the "lack of slight diligence or care" or "a conscious, voluntary act or omission in reckless disregard of a legal duty and of the consequences to another party." In some jurisdictions a person injured as a result of gross negligence may be able to recover punitive damages from the person who caused the injury or loss.
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Guarantee
Guarantee is a legal term more comprehensive and of higher import than either warranty or "security".
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Guth v. Loft Inc.
Guth v. Loft Inc, 5 A.2d 503, 23 Del.
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Harvard Law Review
The Harvard Law Review is a law review published by an independent student group at Harvard Law School.
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Harvard Law School
Harvard Law School (also known as Harvard Law or HLS) is one of the professional graduate schools of Harvard University located in Cambridge, Massachusetts.
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Health care in the United States
Health care in the United States is provided by many distinct organizations.
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Henry Ford
Henry Ford (July 30, 1863 – April 7, 1947) was an American captain of industry and a business magnate, the founder of the Ford Motor Company, and the sponsor of the development of the assembly line technique of mass production.
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Hillary Clinton
Hillary Diane Rodham Clinton (born October 26, 1947) is an American politician and diplomat who served as the First Lady of the United States from 1993 to 2001, U.S. Senator from New York from 2001 to 2009, 67th United States Secretary of State from 2009 to 2013, and the Democratic Party's nominee for President of the United States in the 2016 election.
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Hillary: The Movie
Hillary: The Movie is a 2008 political documentary about United States Senator and presidential candidate Hillary Clinton.
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Hindsight bias
Hindsight bias, also known as the knew-it-all-along effect or creeping determinism, is the inclination, after an event has occurred, to see the event as having been predictable, despite there having been little or no objective basis for predicting it.
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In re Caremark International Inc. Derivative Litigation
In re Caremark International Inc.
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In re Citigroup Inc. Shareholder Derivative Litigation
In re Citigroup Inc Shareholder Derivative Litigation, 964 A 2d 106 (Del Ch 2009) is a US corporate law case, concerning the standard under Delaware law for the duty of loyalty among directors' duties.
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In re Oracle Corp. Derivative Litigation
In re Oracle Corp.
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In re Walt Disney Co. Derivative Litigation
In re Walt Disney Derivative Litigation, 907 A 2d 693 (2005) is a U.S. corporate law case concerning the scope of the duty of care under Delaware law.
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Independent director
An independent director (also sometimes known as an outside director) is a director (member) of a board of directors who does not have a material or pecuniary relationship with company or related persons, except sitting fees.
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Industrial democracy
Industrial democracy is an arrangement which involves workers making decisions, sharing responsibility and authority in the workplace.
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Industrial Revolution
The Industrial Revolution was the transition to new manufacturing processes in the period from about 1760 to sometime between 1820 and 1840.
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Inequality of bargaining power
In law, economics and the social sciences, inequality of bargaining power is where one party to a "bargain", contract or agreement, has more and better alternatives than the other party.
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Informed consent
Informed consent is a process for getting permission before conducting a healthcare intervention on a person, or for disclosing personal information.
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Initial public offering
Initial public offering (IPO) or stock market launch is a type of public offering in which shares of a company are sold to institutional investors and usually also retail (individual) investors; an IPO is underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges.
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Insider trading
Insider trading is the trading of a public company's stock or other securities (such as bonds or stock options) by individuals with access to nonpublic information about the company.
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Insolvency Act 1986
The Insolvency Act 1986 is an Act of the Parliament of the United Kingdom that provides the legal platform for all matters relating to personal and corporate insolvency in the UK.
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Institutional investor
An institutional investor is an entity which pools money to purchase securities, real property, and other investment assets or originate loans.
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Institutional Shareholder Services
Institutional Shareholder Services, Inc.
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Insurance in the United States
Insurance in the United States refers to the market for risk in the United States, the world's largest insurance market by premium volume.
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Internal affairs doctrine
The internal affairs doctrine is a choice of law rule in corporations law.
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Internal Revenue Code
The Internal Revenue Code (IRC), formally the Internal Revenue Code of 1986, is the domestic portion of federal statutory tax law in the United States, published in various volumes of the United States Statutes at Large, and separately as Title 26 of the United States Code (USC).
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International law
International law is the set of rules generally regarded and accepted as binding in relations between states and between nations.
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Investment Advisers Act of 1940
The Investment Advisers Act of 1940, codified at through, is a United States federal law that was created to monitor and regulate the activities of investment advisers (also spelled "advisors") as defined by the law.
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Investment Company Act of 1940
The Investment Company Act of 1940 is an act of Congress.
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Investment management
Investment management is the professional asset management of various securities (shares, bonds and other securities) and other assets (e.g., real estate) in order to meet specified investment goals for the benefit of the investors.
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Janus Capital Group, Inc. v. First Derivative Traders
Janus Capital Group, Inc.
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Jerome W. Van Gorkom
Jerome William Van Gorkom (August 6, 1917 – March 17, 1998) was a United States businessman who was U.S. Under Secretary of State for Management 1982-83.
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Joel Seligman
Joel Seligman (born January 11, 1950) is the immediate past President of the University of Rochester, in Rochester, New York, and is one of the leading authorities on securities law in the United States.
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John C. Coffee
John C. "Jack" Coffee, Jr. (born November 15, 1944) is the Adolf A. Berle Professor of Law at Columbia Law School and director of the Center on Corporate Governance at Columbia University Law School.
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John Marshall Harlan
John Marshall Harlan (June 1, 1833October 14, 1911) was an American lawyer and politician who served as an associate justice on the U.S. Supreme Court.
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John R. Commons
John Rogers Commons (October 13, 1862 – May 11, 1945) was an American institutional economist, Georgist, progressive and labor historian at the University of Wisconsin–Madison.
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Joint and several liability
Where two or more persons are liable in respect of the same liability, in most common law legal systems they may either be.
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Joy v. North
Joy v North, 692 F2d 880 (1982) is a US corporate law case, concerning the rules for bringing a derivative suit in Delaware law.
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Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd
Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd (2003) C-167/01 is a leading corporate law case, concerning the EU law of freedom of establishment for companies.
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Keech v Sandford
is a foundational case, deriving from English trusts law, on the fiduciary duty of loyalty.
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Kenneth Keating
Kenneth Barnard Keating (May 18, 1900 – May 5, 1975), was a Republican United States Representative and a U.S. Senator from New York and later an appellate judge and a diplomat representing the United States as ambassador to India and later to Israel.
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Kinney Shoe Corp v. Polan
Kinney Shoe Corp v. Polan, 939 F.2d 209 (4th Cir. 1991), is a US corporate law case, concerning piercing the corporate veil.
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Labor Management Relations Act of 1947
The Labor Management Relations Act of 1947, better known as the Taft–Hartley Act, (80 H.R. 3020) is a United States federal law that restricts the activities and power of labor unions.
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Lacos Land Co v. Arden Group Inc
Lacos Land Co v Arden Group, Inc, 517 A 2d 271 (Del Ch 1986) is a US corporate law case, concerning coercive tactics by a board of directors in pursuing charter amendments.
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Law of agency
The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create legal relations with a third party.
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Law of the United States
The law of the United States comprises many levels of codified and uncodified forms of law, of which the most important is the United States Constitution, the foundation of the federal government of the United States.
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Learned Hand
Billings Learned Hand (January 27, 1872 – August 18, 1961) was an American judge and judicial philosopher.
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Legal person
A legal person (in legal contexts often simply person, less ambiguously legal entity) is any human or non-human entity, in other words, any human being, firm, or government agency that is recognized as having privileges and obligations, such as having the ability to enter into contracts, to sue, and to be sued.
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Leximetrics
Leximetrics is a field which attempts to rank the strength or weaknesses of laws, by assigning a numerical value to each type of law in a particular field.
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Liberty
Liberty, in politics, consists of the social, political, and economic freedoms to which all community members are entitled.
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Life insurance
Life insurance (or life assurance, especially in the Commonwealth of Nations) is a contract between an insurance policy holder and an insurer or assurer, where the insurer promises to pay a designated beneficiary a sum of money (the benefit) in exchange for a premium, upon the death of an insured person (often the policy holder).
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Limited liability
Limited liability is where a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a company or partnership.
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Limited liability company
A limited liability company (LLC) is the United States of America-specific form of a private limited company.
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Limited liability limited partnership
The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under United States commercial law.
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List of company registers
A company register is a register of organizations in the jurisdiction they operate under.
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List of states and territories of the United States
The United States of America is a federal republic consisting of 50 states, a federal district (Washington, D.C., the capital city of the United States), five major territories, and various minor islands.
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Loft, Inc.
Loft, Inc. was the largest maker and seller of candy in the world in 1920's.
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Louis Brandeis
Louis Dembitz Brandeis (November 13, 1856 – October 5, 1941) was an American lawyer and associate justice on the Supreme Court of the United States from 1916 to 1939.
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Louis K. Liggett Co. v. Lee
Louis K. Liggett Co.
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Lucian Bebchuk
Lucian Arye Bebchuk (born 1955) is a professor at Harvard Law School focusing on economics and finance.
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Lynn Stout
Lynn Andrea Stout (September 14, 1957 – April 16, 2018) was an American corporate law scholar.
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Marmon Group
Marmon Group is an industrial United States holding company headquartered in Chicago, Illinois; founded by Jay Pritzker and Robert Pritzker in 1953 (as Colson Corporation), it has been held by the Berkshire Hathaway group since 2013.
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Marrama v. Citizens Bank of Massachusetts
Marrama v. Citizens Bank of Massachusetts,, is a United States Supreme Court case about bad faith in bankruptcy.
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Matrixx Initiatives, Inc. v. Siracusano
Matrixx Initiatives, Inc.
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Matthew W. Finkin
Matthew W. Finkin (born 7 April 1943) is one of the leading labor law scholars in the United States.
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Meinhard v. Salmon
Meinhard v. Salmon, 164 N.E. 545 (N.Y. 1928), is a widely cited case in which the New York Court of Appeals held that partners in a business owe fiduciary duties to one another where a business opportunity arises during the course of the partnership.
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Mergers and acquisitions
Mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities.
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Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit
Merrill Lynch, Pierce, Fenner & Smith, Inc.
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Michigan Supreme Court
The Michigan Supreme Court is the highest court in the U.S. state of Michigan.
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Miller v Miller
Miller v Miller 2006 (House of Lords) is a divorce (property settlement) case between Alan Miller and Melissa Miller.
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Ministry of Labor
The Ministry of Labor (US), or Labour (UK), also known as the Department of Labor, or Labour, is a government department responsible for setting national labor standards, labor dispute mechanisms, employment, workforce participation, training, and social security.
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Model Business Corporation Act
The Model Business Corporation Act (MBCA) is a model set of law prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and is followed by twenty-four states.
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Moran v. Household International, Inc.
Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) is a decision of the Delaware Supreme Court that upheld a shareholder rights plan (also known as a "poison pill") as a legitimate exercise of business judgment by Household International's board of directors.
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Morgan Stanley
Morgan Stanley is an American multinational investment bank and financial services company headquartered at 1585 Broadway in the Morgan Stanley Building, Midtown Manhattan, New York City.
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Mutual fund
A mutual fund is a professionally managed investment fund that pools money from many investors to purchase securities.
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NASDAQ
The Nasdaq Stock Market is an American stock exchange.
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National Labor Relations Act of 1935
The National Labor Relations Act of 1935 (49 Stat. 449) (also known as the Wagner Act after New York Senator Robert F. Wagner) is a foundational statute of United States labor law which guarantees basic rights of private sector employees to organize into trade unions, engage in collective bargaining for better terms and conditions at work, and take collective action including strike if necessary.
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Natural person
In jurisprudence, a natural person is a person (in legal meaning, i.e., one who has its own legal personality) that is an individual human being, as opposed to a legal person, which may be a private (i.e., business entity or non-governmental organization) or public (i.e., government) organization.
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Negligence
Negligence (Lat. negligentia) is a failure to exercise appropriate and or ethical ruled care expected to be exercised amongst specified circumstances.
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New Deal
The New Deal was a series of programs, public work projects, financial reforms and regulations enacted in the United States 1933-36, in response to the Great Depression.
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New York Business Corporation Law
The New York Business Corporation Law is the primary corporation statute in the State of New York.
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New York Stock Exchange
The New York Stock Exchange (abbreviated as NYSE, and nicknamed "The Big Board"), is an American stock exchange located at 11 Wall Street, Lower Manhattan, New York City, New York.
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Nexus of contracts
The nexus of contracts theory is an idea put forth by a number of economists and legal commentators (most notably Michael Jensen and William Meckling as well as Frank Easterbrook) which asserts that corporations are nothing more than a collection of contracts between different parties - primarily shareholders, directors, employees, suppliers, and customers.
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NYSE American
NYSE American, formerly known as the American Stock Exchange (AMEX), and more recently as NYSE MKT, is an American stock exchange situated in New York City, New York.
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NYSE Listed Company Manual
The NYSE Listed Company Manual is a set of regulations applicable to all corporations who wish to sell securities by listing themselves on the New York Stock Exchange.
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Obiter dictum
Obiter dictum (usually used in the plural, obiter dicta) is Latin phrase meaning "by the way", that is, a remark in a judgment that is "said in passing".
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OECD
The Organisation for Economic Co-operation and Development (OECD; Organisation de coopération et de développement économiques, OCDE) is an intergovernmental economic organisation with 35 member countries, founded in 1961 to stimulate economic progress and world trade.
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Oil spill
An oil spill is the release of a liquid petroleum hydrocarbon into the environment, especially the marine ecosystem, due to human activity, and is a form of pollution.
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One share, one vote
One share, one vote is a standard found in corporate law and corporate governance, which suggests that each person who invests money in a company has one vote per share of the company they own, equally with other shareholders.
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Other People's Money and How the Bankers Use It
Other People's Money And How the Bankers Use It (1914) is a collection of essays written by Louis Brandeis first published as a book in 1914, and reissued in 1933.
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Paramount Communications, Inc. v. QVC Network, Inc.
In Paramount Communications, Inc.
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Parliamentary procedure in the corporate world
Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as Robert's Rules of Order or simpler rules of order considered by some commentators to be more appropriate in the corporate setting.
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Partnership taxation in the United States
The rules governing partnership taxation, for purposes of the U.S. Federal income tax, are codified according to Subchapter K of Chapter 1 of the U.S. Internal Revenue Code (Title 26 of the United States Code).
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Patient Protection and Affordable Care Act
The Patient Protection and Affordable Care Act, often shortened to the Affordable Care Act (ACA) or nicknamed Obamacare, is a United States federal statute enacted by the 111th United States Congress and signed into law by President Barack Obama on March 23, 2010.
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Paul v. Virginia
Paul v. Virginia,, is a U.S. corporate law case, of the United States Supreme Court.
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Pension fund
A pension fund, also known as a superannuation fund in some countries, is any plan, fund, or scheme which provides retirement income.
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PepsiCo
PepsiCo, Inc. is an American multinational food, snack, and beverage corporation headquartered in Purchase, New York.
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Perpetual Real Estate Services, Inc. v. Michaelson Properties, Inc.
Perpetual Real Estate Services, Inc.
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Pete Visclosky
Peter John Visclosky (born August 13, 1949) is the U.S. Representative for, serving since 1985.
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Peter Gourevitch
Peter Gourevitch (born 1943) is a political scientist with expertise in international relations and comparative politics.
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Philip Yorke, 1st Earl of Hardwicke
Philip Yorke, 1st Earl of Hardwicke (1 December 16906 March 1764) was an English lawyer and politician who served as Lord Chancellor.
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Princeton University
Princeton University is a private Ivy League research university in Princeton, New Jersey.
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Principal–agent problem
The principal–agent problem, in political science and economics, (also known as agency dilemma or the agency problem) occurs when one person or entity (the "agent") is able to make decisions and/or take actions on behalf of, or that impact, another person or entity: the "principal".
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Privileges and Immunities Clause
The Privileges and Immunities Clause (U.S. Constitution, Article IV, Section 2, Clause 1, also known as the Comity Clause) prevents a state from treating citizens of other states in a discriminatory manner.
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Pro rata
Pro rata is an adverb or adjective, meaning in proportion.
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Procter & Gamble
Procter & Gamble Co. (P&G) is an American multi-national consumer goods corporation headquartered in downtown Cincinnati, Ohio, founded in 1837 by British American William Procter and Irish American James Gamble.
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Profit maximization
In economics, profit maximization is the short run or long run process by which a firm may determine the price, input, and output levels that lead to the greatest profit.
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Property
Property, in the abstract, is what belongs to or with something, whether as an attribute or as a component of said thing.
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Property insurance
Property insurance provides protection against most risks to property, such as fire, theft and some weather damage.
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Providence and Worcester Railroad
The Providence and Worcester Railroad is a Class II railroad owned by Genesee & Wyoming.
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Proxy fight
A proxy fight, proxy contest or proxy battle, sometimes also called a proxy war, is an unfriendly contest for the control over an organization.
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Proxy voting
Proxy voting is a form of voting whereby a member of a decision-making body may delegate his or her voting power to a representative, to enable a vote in absence.
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Public employee pension plans in the United States
In the United States, public sector pensions are offered by federal, state and local levels of government.
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R v Richardson
R v Richardson (1758) is a foundational UK company law case, which established that companies had an inherent power to remove officials or directors for a reason.
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Race to the bottom
The race to the bottom is a socio-economic phrase which is used to describe government deregulation of the business environment, or reduction in tax rates, in order to attract or retain economic activity in their jurisdictions.
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Ralph K. Winter Jr.
Ralph K. Winter Jr. (born July 30, 1935) is a Senior United States Circuit Judge of the United States Court of Appeals for the Second Circuit.
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Regulatory competition
Regulatory competition, also called competitive governance or policy competition, is a phenomenon in law, economics and politics concerning the desire of law makers to compete with one another in the kinds of law offered in order to attract businesses or other actors to operate in their jurisdiction.
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Religious Freedom Restoration Act
The Religious Freedom Restoration Act of 1993, Pub.
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Respondeat superior
Respondeat superior (Latin: "let the master answer"; plural: respondeant superiores) is a doctrine that a party is responsible for (has vicarious liability for) acts of their agents.
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Revenue
In accounting, revenue is the income that a business has from its normal business activities, usually from the sale of goods and services to customers.
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Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
Revlon, Inc.
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Richard Nixon
Richard Milhous Nixon (January 9, 1913 – April 22, 1994) was an American politician who served as the 37th President of the United States, serving from 1969 until 1974, when he resigned from office, the only U.S. president to do so.
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Robert C. Clark
Robert C. Clark (born 1944) is currently Harvard University Distinguished Service Professor of the Harvard Law School.
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Roger J. Traynor
Roger John Traynor (February 12, 1900 – May 14, 1983) served as the 23rd Chief Justice of California from 1964 to 1970, and as an Associate Justice from 1940 to 1964.
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Royal charter
A royal charter is a formal document issued by a monarch as letters patent, granting a right or power to an individual or a body corporate.
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Santa Clara County v. Southern Pacific Railroad Co.
Santa Clara County v. Southern Pacific Railroad Company, 118 U.S. 394 (1886), is a United States corporate law case of the United States Supreme Court on taxation of railroad properties.
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Sarbanes–Oxley Act
The Sarbanes–Oxley Act of 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" (in the Senate) and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" (in the House) and more commonly called Sarbanes–Oxley, Sarbox or SOX, is a United States federal law that set new or expanded requirements for all U.S. public company boards, management and public accounting firms.
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Say on pay
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives.
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Schedule 13D
Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company.
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SEC Rule 10b-5
SEC Rule 10b-5, codified at, is one of the most important rules targeting securities fraud promulgated by the U.S. Securities and Exchange Commission, pursuant to its authority granted under § 10(b) of the Securities Exchange Act of 1934.
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Securities Act of 1933
The United States Congress enacted the Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, or the '33 Act, Title I of Pub.
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Securities Exchange Act of 1934
The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (codified at et seq.) is a law governing the secondary trading of securities (stocks, bonds, and debentures) in the United States of America.
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Securities fraud
Securities fraud, also known as stock fraud and investment fraud, is a deceptive practice in the stock or commodities markets that induces investors to make purchase or sale decisions on the basis of false information, frequently resulting in losses, in violation of securities laws.
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Securities Litigation Uniform Standards Act
The Securities Litigation Uniform Standards Act of 1998 (SLUSA), Pub.
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Security interest
A security interest is a legal right granted by a debtor to a creditor over the debtor's property (usually referred to as the collateral) which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations.
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Self-dealing
Self-dealing is the conduct of a trustee, attorney, corporate officer, or other fiduciary that consists of taking advantage of his position in a transaction and acting in his own interests rather than in the interests of the beneficiaries of the trust, corporate shareholders, or his clients.
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Shareholder
A shareholder or stockholder is an individual or institution (including a corporation) that legally owns one or more shares of stock in a public or private corporation.
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Shareholder rights plan
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
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Shareholder value
Shareholder value is a business term, sometimes phrased as shareholder value maximization or as the shareholder value model, which implies that the ultimate measure of a company's success is the extent to which it enriches shareholders.
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Sherman Antitrust Act
The Sherman Antitrust Act (Sherman Act) is a landmark federal statute in the history of United States antitrust law (or "competition law") passed by Congress in 1890 under the presidency of Benjamin Harrison.
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Shlensky v. Wrigley
Shlensky v Wrigley, 237 NE 2d 776 (Ill. App. 1968) is a leading US corporate law case, concerning the discretion of the board to determine how to balance the interests of stakeholders.
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Sidney Webb, 1st Baron Passfield
Sidney James Webb, 1st Baron Passfield, (13 July 1859 – 13 October 1947) was a British socialist, economist, reformer and a co-founder of the London School of Economics.
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Simon Deakin
Simon Deakin (born 26 March 1961) is Professor of Law at the Faculty of Law, Cambridge, and a Fellow of Peterhouse College, Cambridge.
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Smith v. Van Gorkom
Smith v. Van Gorkom 488 A.2d 858 (Del. 1985) is a United States corporate law case of the Delaware Supreme Court, discussing a director's duty of care.
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Social justice
Social justice is a concept of fair and just relations between the individual and society.
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South Sea Company
The South Sea Company (officially The Governor and Company of the merchants of Great Britain, trading to the South Seas and other parts of America, and for the encouragement of fishing) was a British joint-stock company founded in 1711, created as a public-private partnership to consolidate and reduce the cost of national debt.
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Southern Pacific Transportation Company
The Southern Pacific (or Espee from the railroad initials- SP) was an American Class I railroad network that existed from 1865 to 1998 that operated in the Western United States.
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Staggered elections
In staggered elections, not all places in an elected body are up for election at the same time.
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Stakeholder (corporate)
In a corporation, as defined in its first usage in a 1963 internal memorandum at the Stanford Research Institute, a stakeholder is a member of the "groups without whose support the organization would cease to exist".
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State Board of Equalization (California)
The State Board of Equalization (BOE) is a public agency charged with tax administration and fee collection in the state of California in the United States.
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Stephen Bainbridge
Stephen Bainbridge (born 1958, in Doylestown, Pennsylvania) is the William D. Warren Professor of Law at UCLA, teaching courses on corporations and business law.
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Stock
The stock (also capital stock) of a corporation is constituted of the equity stock of its owners.
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Stock certificate
In corporate law, a stock certificate (also known as certificate of stock or share certificate) is a legal document that certifies ownership of a specific number of shares or stock in a corporation.
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Stock market crash
A stock market crash is a sudden dramatic decline of stock prices across a significant cross-section of a stock market, resulting in a significant loss of paper wealth.
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Strike suit
A strike suit is a lawsuit brought by a single person or group of people with the purpose of gaining a private settlement before going to court that would be less than the cost of the defendant's legal costs.
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Subprime lending
In finance, subprime lending (also referred to as near-prime, subpar, non-prime, and second-chance lending) means making loans to people who may have difficulty maintaining the repayment schedule, sometimes reflecting setbacks, such as unemployment, divorce, medical emergencies, etc.
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Superfund
Superfund is a United States federal government program designed to fund the cleanup of sites contaminated with hazardous substances and pollutants.
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Supreme Court of the United States
The Supreme Court of the United States (sometimes colloquially referred to by the acronym SCOTUS) is the highest federal court of the United States.
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Swiss executive pay referendum, 2013
The federal popular initiative "against rip-off salaries" of 2013 was a successful popular initiative in Switzerland to control executive pay of companies listed on the stock market, and to increase shareholders' say in corporate governance.
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Taylor v. Standard Gas & Electric Co.
Taylor v. Standard Gas and Electric Company,, was an important United States Supreme Court case in United States corporate law that laid down the "Deep Rock doctrine" as a rule of bankruptcy and corporate law.
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The Charitable Corp v Sutton
The Charitable Corporation v Sutton (1742) is an important old English law case which holds in substance that a director of a company owes duties to the company in the same measure and quality as does a trustee to a trust.
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The Modern Corporation and Private Property
The Modern Corporation and Private Property is a book written by Adolf Berle and Gardiner Means published in 1932 regarding the foundations of United States corporate law.
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The Vanguard Group
The Vanguard Group is an American registered investment advisor based in Malvern, Pennsylvania with over $5.1 trillion in assets under management.
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The Wealth of Nations
An Inquiry into the Nature and Causes of the Wealth of Nations, generally referred to by its shortened title The Wealth of Nations, is the magnum opus of the Scottish economist and moral philosopher Adam Smith.
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TIAA
TIAA, formerly TIAA-CREF (Teachers Insurance and Annuity Association-College Retirement Equities Fund), is a Fortune 100 financial services organization that is the leading provider of financial services in the academic, research, medical, cultural and governmental fields.
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Title 15 of the United States Code
Title 15 of the United States Code outlines the role of commerce and trade in the United States Code.
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Title 29 of the United States Code
Title 29 of the United States Code is a code that outlines labor regulations in the United States.
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Title retention clause
A retention of title clause (also called a Romalpa clause in some jurisdictions) is a provision in a contract for the sale of goods that the title to the goods remains vested in the seller until certain obligations (usually payment of the purchase price) are fulfilled by the buyer.
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Tort
A tort, in common law jurisdictions, is a civil wrong that causes a claimant to suffer loss or harm resulting in legal liability for the person who commits the tortious act.
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TransUnion
TransUnion is a consumer credit reporting agency.
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Treasury stock
A treasury stock or reacquired stock is stock which is also bought back by the issuing company, reducing the amount of outstanding stock on the open market ("open market" including insiders' holdings).
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Trust law
A trust is a three-party fiduciary relationship in which the first party, the trustor or settlor, transfers ("settles") a property (often but not necessarily a sum of money) upon the second party (the trustee) for the benefit of the third party, the beneficiary.
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Trust-fund tax
A trust-fund tax is a special type of tax in which the person or entity who is liable for the tax obtains it by collecting it from another party and holding the tax until paid to the particular government to which it is owed.
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Trustee
Trustee (or the holding of a trusteeship) is a legal term which, in its broadest sense, is a synonym for anyone in a position of trust and so can refer to any person who holds property, authority, or a position of trust or responsibility for the benefit of another.
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TSC Industries, Inc. v. Northway, Inc.
TSC Industries, Inc.
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U.S. Securities and Exchange Commission
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government.
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Ultra vires
Ultra vires is a Latin phrase meaning "beyond the powers".
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Ultramares Corp. v. Touche
Ultramares Corporation v. Touche, 174 N.E. 441 (1932) is a US tort law case regarding negligent misstatement, decided by Cardozo, C.J. It contained the now famous line on "floodgates" that the law should not admit "to a liability in an indeterminate amount for an indeterminate time to an indeterminate class.".
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Uniform Commercial Code
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of uniform acts that have been put into law with the goal of harmonizing the law of sales and other commercial transactions across the United States of America (U.S.) through UCC adoption by all 50 states, the District of Columbia, and the U.S. territories.
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Unissued stock
Unissued stock is stock that has been authorized in a company's charter, but has never been sold.
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United Airlines
United Airlines, Inc., commonly referred to as United, is a major United States airline headquartered in Chicago, Illinois.
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United Automobile Workers
The International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America, better known as the United Automobile Workers (UAW), is an American labor union that represents workers in the United States (including Puerto Rico) and Canada.
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United Kingdom company law
The United Kingdom company law regulates corporations formed under the Companies Act 2006.
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United States antitrust law
United States antitrust law is a collection of federal and state government laws that regulates the conduct and organization of business corporations, generally to promote fair competition for the benefit of consumers.
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United States Bill of Rights
The Bill of Rights is the first ten amendments to the United States Constitution.
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United States Congress
The United States Congress is the bicameral legislature of the Federal government of the United States.
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United States Constitution
The United States Constitution is the supreme law of the United States.
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United States contract law
Contract law regulates the obligations established by agreement, whether express or implied, between private parties in the United States.
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United States corporate law
United States corporate law regulates the governance, finance and power of corporations in US law.
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United States Court of Appeals for the District of Columbia Circuit
The United States Court of Appeals for the District of Columbia Circuit (in case citations, D.C. Cir.) known informally as the D.C. Circuit, is the federal appellate court for the U.S. District Court for the District of Columbia.
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United States Court of Appeals for the Fourth Circuit
The United States Court of Appeals for the Fourth Circuit (in case citations, 4th Cir.) is a federal court located in Richmond, Virginia, with appellate jurisdiction over the district courts in the following districts.
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United States Court of Appeals for the Second Circuit
The United States Court of Appeals for the Second Circuit (in case citations, 2d Cir.) is one of the thirteen United States Courts of Appeals.
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United States Department of Labor
The United States Department of Labor (DOL) is a cabinet-level department of the U.S. federal government responsible for occupational safety, wage and hour standards, unemployment insurance benefits, reemployment services, and some economic statistics; many U.S. states also have such departments.
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United States House of Representatives
The United States House of Representatives is the lower chamber of the United States Congress, the Senate being the upper chamber.
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United States labor law
United States labor law sets the rights and duties for employees, labor unions, and employers in the United States.
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United States Mint
The United States Mint is the agency that produces circulating coinage for the United States to conduct its trade and commerce, as well as controlling the movement of bullion.
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United States tort law
This article addresses torts in United States law.
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United States v. Bestfoods
United States v. Bestfoods, 524 U.S. 51 (1998), is a United States corporate law case in which the Supreme Court of the United States held that the indirect liability of a parent corporation under CERCLA is to be determined by its control over a subsidiary's facility, rather than the relationship between the corporation and subsidiary.
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United States v. O'Hagan
United States v. O'Hagan, 521 U.S. 642 (1997), was a United States Supreme Court case concerning insider trading and breach of U.S. Securities and Exchange Commission Rule 10(b) and 10(b)-5.
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United States v. South-Eastern Underwriters Ass'n
United States v. South-Eastern Underwriters Association,, is a United States Supreme Court case in which the Court held that the Sherman Act, the federal antitrust statute, applied to insurance.
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United Steelworkers
The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (United Steelworkers or USW) is the largest industrial labor union in North America, with 860,294 members.
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Unitrin, Inc. v. American General Corp.
Unitrin, Inc.
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Unocal Corp. v. Mesa Petroleum Co.
Unocal v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985) is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids.
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Vicarious liability
Vicarious liability is a form of a strict, secondary liability that arises under the common law doctrine of agency, respondeat superior, the responsibility of the superior for the acts of their subordinate or, in a broader sense, the responsibility of any third party that had the "right, ability or duty to control" the activities of a violator.
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Virginia
Virginia (officially the Commonwealth of Virginia) is a state in the Southeastern and Mid-Atlantic regions of the United States located between the Atlantic Coast and the Appalachian Mountains.
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Voting
Voting is a method for a group, such as, a meeting or an electorate to make a decision or express an opinion, usually following discussions, debates or election campaigns.
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Voting trust
A voting trust is an arrangement whereby the shares in a company of one or more shareholders and the voting rights attached thereto are legally transferred to a trustee, usually for a specified period of time (the "trust period").
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Walkovszky v. Carlton
Walkovszky v. Carlton, 223 N.E.2d 6 (N.Y. 1966),Walkovszky v. Carlton,, 223 N.E.2d 6, 276 N.Y.S.2d 585 (1966).
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Wall Street Crash of 1929
The Wall Street Crash of 1929, also known as Black Tuesday (October 29), the Great Crash, or the Stock Market Crash of 1929, began on October 24, 1929 ("Black Thursday"), and was the most devastating stock market crash in the history of the United States, when taking into consideration the full extent and duration of its after effects.
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Weinberger v. UOP, Inc.
Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983), is a case concerning United States corporate law in the context of mergers and "squeeze outs".
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Whelpdale v Cookson
Whelpdale v Cookson (1747) 27 ER 856 is an English trusts law case, also relevant for UK company law, on the duty of loyalty owed by a trustee to beneficiaries of the trust.
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William B. Chandler III
William Burton Chandler III is a former judge in the U.S. state of Delaware.
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William L. Cary
William Lucius Cary (1910–1983) served as chairman of the U.S. Securities and Exchange Commission between 1961 and 1964.
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William Murray, 1st Earl of Mansfield
William Murray, 1st Earl of Mansfield, PC, SL (2 March 1705 – 20 March 1793) was a British barrister, politician and judge noted for his reform of English law.
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William O. Douglas
William Orville Douglas (October 16, 1898January 19, 1980) was an American jurist and politician who served as an Associate Justice of the Supreme Court of the United States.
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William Z. Ripley
William Zebina Ripley (October 13, 1867 – August 16, 1941) was an American economist, lecturer at Columbia University, professor of economics at MIT, professor of political economics at Harvard University, and racial theorist.
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Williams Act
The Williams Act (USA) refers to 1968 amendments to the Securities Exchange Act of 1934 enacted in 1968 regarding tender offers.
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Woodrow Wilson
Thomas Woodrow Wilson (December 28, 1856 – February 3, 1924) was an American statesman and academic who served as the 28th President of the United States from 1913 to 1921.
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Worker representation on corporate boards of directors
Worker representation on corporate boards of directors refers to the right of workers to vote for representatives on a board of directors in corporate law.
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Workplace Democracy Act
The Workplace Democracy Act is a proposed US labor law, that has been sponsored by Bernie Sanders and re-introduced from 1992 to 2018.
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World War I
World War I (often abbreviated as WWI or WW1), also known as the First World War, the Great War, or the War to End All Wars, was a global war originating in Europe that lasted from 28 July 1914 to 11 November 1918.
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World War II
World War II (often abbreviated to WWII or WW2), also known as the Second World War, was a global war that lasted from 1939 to 1945, although conflicts reflecting the ideological clash between what would become the Allied and Axis blocs began earlier.
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Zapata Corp v. Maldonado
Zapata Corp v. Maldonado 430 A 2d 779 (Del Sup 1979) is a US corporate law case, concerning the derivative suits in Delaware.
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401(k)
In the United States, a 401(k) plan is the tax-qualified, defined-contribution pension account defined in subsection 401(k) of the Internal Revenue Code.
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Corporate law in the United States, Corporate law in the united states, U.S. corporate law, US Inc, US corporate law, US incorporation law, United States incorporation law, Us co, Us corp, Us corp law.
References
[1] https://en.wikipedia.org/wiki/United_States_corporate_law
