United States corporate law

The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.
"The Bosses of the Senate", corporate interests–from steel, copper, oil, iron, sugar, tin, and coal to paper bags, envelopes, and salt–as giant money bags looming over senators.
The state of Delaware is the place of incorporation for over 60 per cent of Fortune 500 corporations. In 1999, from 6,530 publicly traded nonfinancial firms in the US, 3,771 (57.75%) were incorporated in Delaware, 283 (4.33%) in California, and 226 (3.46%) in New York.
Corporate income tax as a share of GDP, 1946–2009.
In Citizens United v FEC, the US Supreme Court in a 5 to 4 decision removed the power of state and federal legislatures to control unlimited spending by corporations on political campaigns, reasoning that corporations are "persons" under the First Amendment.
The actions of all employees, in the course of employment become those of the corporation, when it goes right or wrong because it is thought that if a corporation takes the benefits of an employee's work, it should also take the burdens.
The trend in US corporate tort cases, particularly in oil spill disasters, as with The Amoco Cadiz case and in the Deepwater Horizon litigation, is to either pierce the corporate veil or hold parent corporations directly liable for the harm their enterprise causes.
The New York Stock Exchange, along with Federal and state laws, is a significant regulator of corporate governance for listed corporations, particularly on shareholder voting rights and board structures.
The NASDAQ is the second biggest stock in the US, after the New York Stock Exchange. It specializes in IT sector, that saw its first major crash with the Dot-com bubble of 2000.
The Securities and Exchange Commission has a statutory duty to regulate some aspects of director elections and shareholder voting rights, though its rule-making authority has continually been challenged by the Business Roundtable.
Ratio of average pay of CEOs and production workers within a corporation from 1965 to 2009, not taking into account outsourced workers, or supply chains.
The United Auto Workers at the Chrysler Corporation successfully made a collective agreement in 1980 to have employee directors on the board. Shareholding institutions tend to monopolize voting rights in corporations.
Most states follow the approach in Shlensky v Wrigley, that directors do not only need to maximize shareholder profits. They can balance the interests of all stakeholders, as in a decision to not put in floodlights to play nighttime baseball games, in the community's interest.
Dodge v Ford Motor Co notoriously held in 1919 that corporations had to be run "primarily for the profit of the stockholders" though most states, and the Supreme Court, have since followed the view that directors must balance all stakeholders' interests.
In Ultramares Corporation v Touche, a case concerning Touche, Niven & Company (now Deloitte) across from the NYSE, Cardozo CJ held that the ordinary duty of care applicable to professionals performing services requires people to act "with the care and caution proper to their calling".
In re Citigroup Inc Shareholder Derivative Litigation ensured that no director of any major banking corporation could be held liable for breach of the duty of care, even though its risky practices caused the financial crisis of 2007–2008.
Increasingly courts have denied that the board should restrict derivative suits, as in the 2003 case In re Oracle Corp Derivative Litigation where it was held that an insider trading claim against Oracle Corp CEO Larry Ellison could proceed.
In 1981, in Zapata Corp v Maldonado the Delaware Supreme Court held that the board of Zapata Corp., founded by George H.W. Bush, could not be sued for breach of fiduciary duty. An "independent investigation committee" was competent to reject the demand for a derivative suit, despite being appointed by the board.

United States corporate law regulates the governance, finance and power of corporations in US law.

- United States corporate law
The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.

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Statute of Grand Duchy of Lithuania, written in Polish

Delaware General Corporation Law

Statute governing corporate law in the U.S. state of Delaware.

Statute governing corporate law in the U.S. state of Delaware.

Statute of Grand Duchy of Lithuania, written in Polish

Adopted in 1899, the statute has since made Delaware the most important jurisdiction in United States corporate law.

The Statue of Liberty greeted millions of people who migrated to America for work, saying "Give me your tired, your poor, Your huddled masses yearning to breathe free..." In 2013, in a 155.5 million working population, union membership was 35.9% in the public sector, 6.6% in the private sector. In 2017, unemployment was 4.3%, excluding people in prison. The US ranks 28th in the world inequality-adjusted human development index.

United States labor law

United States labor law sets the rights and duties for employees, labor unions, and employers in the United States.

United States labor law sets the rights and duties for employees, labor unions, and employers in the United States.

The Statue of Liberty greeted millions of people who migrated to America for work, saying "Give me your tired, your poor, Your huddled masses yearning to breathe free..." In 2013, in a 155.5 million working population, union membership was 35.9% in the public sector, 6.6% in the private sector. In 2017, unemployment was 4.3%, excluding people in prison. The US ranks 28th in the world inequality-adjusted human development index.
After the Declaration of Independence, slavery in the US was progressively abolished in the north, but only finished by the 13th Amendment in 1865 near the end of the American Civil War.
Eleanor Roosevelt believed the Universal Declaration of Human Rights of 1948 "may well become the international Magna Carta of all". Based on the President's call for a Second Bill of Rights in 1944, articles 22–24 elevated rights to "social security", "just and favourable conditions of work", and the "right to rest and leisure" to be as important as the "right to own property".
"Newsboys" in L.A. were held in the leading case, NLRB v Hearst Publications, Inc, to be employees with labor rights, not independent contractors, on account of their unequal bargaining power.
In September 2015, the California Labor and Workforce Development Agency held that Uber drivers are controlled and sanctioned by the company and are therefore not self-employed.
Employment contracts are subject to minimum rights in state and federal statute, and those created by collective agreements.
The real federal minimum wage has declined by one third since 1969. Lower line is nominal dollars. Top line is inflation-adjusted to 2020 dollars.
People have campaigned for a $15 an hour minimum wage, because the real minimum wage has fallen by more than 33% compared to 1968. In "tipped" jobs, some states still enable employers to take their workers' tips for between $2.13 and the $7.25 minimum wage per hour.
The Universal Declaration of Human Rights of 1948 article 23 requires "reasonable limitation of working hours and periodic holidays with pay", but there is no federal or state right to paid annual leave: Americans have the least in the developed world.
Because there is no right to education and child care for children under five, the costs of child care fall on parents. But in 2016, four states had legislated for paid family leave.
Investment managers, like Morgan Stanley and all pension trustees, are fiduciaries. This means they must avoid conflicts of interest. During a takeover bid, Donovan v Bierwirth held trustees must take advice or not vote on corporate stocks if in doubt about conflicts.
The Workplace Democracy Act of 1999, proposed by Bernie Sanders but not yet passed, would give every employee the representatives on boards of their pension plans, to control how vote are cast on corporate stocks. Currently investment managers control most voting rights in the economy using "other people's money".
The US Supreme Court's policy of preemption since 1953 means federal collective bargaining rules cancel state rules, even if state law is more beneficial to employees. Despite preemption, many unions, corporations, and states have experimented with direct participation rights, to get a "fair day's wage for a fair day's work".
Richard Trumka was the late president of the AFL–CIO, a federation of unions, with 12.5m members. The Change to Win Federation has 5.5m members in affiliated unions. The two have negotiated merging to create a united American labor movement.
Sharan Burrow leads the International Trade Union Confederation, which represents labor union members worldwide, via each national group including the AFL–CIO.
After 1981 air traffic control strike, when Ronald Reagan fired every air traffic controller, the National Labor Relations Board was staffed by people opposed to collective bargaining. Between 2007 and 2013 the NLRB was shut down as the President and then Senate refused to make appointments.
The proposed Employee Free Choice Act, sponsored repeatedly by Hillary Clinton, Bernie Sanders and Democrat representatives, would require employers to bargain in 90 days or go to arbitration, if a simple majority of employees sign cards supporting the union. It has been blocked by Republicans in Congress.
Unfair labor practices, made unlawful by the National Labor Relations Act of 1935 §153, prohibit employers discriminating against people who organize a union and vote to get a voice at work.
As union membership declined income inequality rose, because labor unions have been the main way to participate at work. The US does not yet require employee representatives on boards of directors, or elected work councils.
All workers, like the Arizona teachers in 2019, are guaranteed the right to take collective action, including strikes, by international law, federal law and most state laws.
Cesar Chavez organized the United Farm Workers and campaigned for social justice under the slogan "Yes we can" and "Sí, se puede".
Elizabeth Warren and Bernie Sanders co-sponsored the Reward Work Act, introduced by Tammy Baldwin, for at least one third of listed company boards to be elected by employees, and more for large corporations. In 1980 the United Auto Workers collectively agreed Chrysler Corp employees would be on the board of directors, but despite experiments, today asset managers monopolize voting rights in corporations with "other people's money".
Powered by a solar farm, the Volkswagen plant at Chattanooga, Tennessee has debated introducing work councils to give employees and its labor union more of a voice at work.
The world's first general equality law, the Civil Rights Act of 1964, followed the March on Washington for Jobs and Freedom in 1963. The head of the movement, Martin Luther King Jr. told America, "I have a dream that one day ... little black boys and black girls will be able to join hands with little white boys and white girls as sisters and brothers."
A constitutional right to equality, based on the equal protection clauses of the Fifth and Fourteenth Amendments has been disputed. 125 years after Harlan J wrote his famous dissent that all social institutions should be bound to equal rights, Barack Obama won election for President.
Rosie the Riveter symbolized women factory workers in World War II. The Equal Pay Act of 1963 banned pay discrimination within workplaces.
The Paycheck Fairness Act, repeatedly proposed by Democrats such as Hillary Clinton, would prevent employer defenses to sex discrimination that are related to gender. It has been rejected by Republicans in the United States Congress.
Franklin Delano Roosevelt, suffering from polio, required a wheelchair through his Presidency.
President Franklin D. Roosevelt brought unemployment down from over 20% to under 2%, with the New Deal's investment in jobs during the Great Depression.
The slogan "you're fired!" was popularized by Donald Trump's TV show, The Apprentice before he became president. This reflects the "at will employment" doctrine that deprives employees of job security, and lets people become unemployed for arbitrary reasons.
American workers do not yet have a right to vote on employer layoff decisions, even though the US government helped draft laws for other countries to have elected work councils.
Unemployment since WW1 has been lower under Democratic presidents and higher under Republican presidents. The high rate of incarceration raised real unemployment by around 1.5% since 1980.
The Works Progress Administration from 1935 to 1943, created 8.5m jobs spending $1.3bn a year to get out of the Great Depression.
Eugene V. Debs, founder of the American Railway Union and five-time presidential candidate, was jailed twice for organizing the Pullman Strike and denouncing World War I. His life story is told in a documentary by Bernie Sanders.
Right-to-work states

Labor law's basic aim is to remedy the "inequality of bargaining power" between employees and employers, especially employers "organized in the corporate or other forms of ownership association".

The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.

Dartmouth College v. Woodward

The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.

Trustees of Dartmouth College v. Woodward, 17 U.S. (4 Wheat.) 518 (1819), 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.

Logo of the American Bar Association

Model Business Corporation Act

Model act prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.

Model act prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.

Logo of the American Bar Association

The MBCA has been influential in shaping standards for United States corporate law.

Justice Samuel Alito was the author of the Court's majority opinion.

Burwell v. Hobby Lobby Stores, Inc.

Justice Samuel Alito was the author of the Court's majority opinion.
Justice Kennedy, joined in the majority opinion but also wrote a concurring opinion addressing the dissent.
Justice Ruth Bader Ginsburg wrote a stern dissent disagreeing with the Court's reasoning.

Burwell v. Hobby Lobby Stores, Inc., 573 U.S. 682 (2014), is a landmark decision in United States corporate law by the United States Supreme Court allowing privately 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 of 1993.

McDonald's Corporation is one of the most recognizable corporations in the world.

Nevada corporation

Corporation incorporated under Chapter 78 of the Nevada Revised Statutes of the U.S. state of Nevada.

Corporation incorporated under Chapter 78 of the Nevada Revised Statutes of the U.S. state of Nevada.

McDonald's Corporation is one of the most recognizable corporations in the world.

It is significant in United States corporate law.

Graph showing historical party control of the U.S. Senate, House and Presidency since 1855

Staggered elections

Elected body are up for election at the same time.

Elected body are up for election at the same time.

Graph showing historical party control of the U.S. Senate, House and Presidency since 1855

A staggered board of directors or classified board is a prominent practice in US corporate law governing the board of directors of a company, corporation, or other organization, in which only a fraction (often one third) of the members of the board of directors is elected each time instead of en masse (where all directors have one-year terms).

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.

Bancroft Davis, the Reporter of Decisions and former president of Newburgh and New York Railway

Santa Clara County v. Southern Pacific Railroad Co.

Bancroft Davis, the Reporter of Decisions and former president of Newburgh and New York Railway

Santa Clara County v. Southern Pacific Railroad Company, 118 U.S. 394 (1886), is a corporate law case of the United States Supreme Court concerning taxation of railroad properties.

The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.

Paul v. Virginia

The New York Stock Exchange (headquarters pictured) is the major center for listing and trading shares in United States. Most corporations are, however, incorporated under the influential Delaware General Corporation Law.

Paul v. Virginia, 75 U.S. (8 Wall.) 168 (1869), is a U.S. corporate law decision by the United States Supreme Court.