A corporation is a legally created mechanism for transacting business. The corporation is an entity recognized by the law as having a unique identity, separate from that of its shareholders. This identity allows a corporation to enter into contracts, be a party to litigation, and carry on other activities in much the same way as a natural person. Most importantly, the corporate identity shields its shareholders from personal liability for activities attributed to the corporation within its stated purpose. Corporations may be formed for nonprofit or public purposes. Most corporations, however, are created to provide a vehicle for investing and carrying on business for profit. This research guide focuses on these "for-profit" corporations.
Although the roots of corporation law stretch deeply to Roman and Canon law, modern corporation law emerged with the dawn of the 20th century. Grand construction projects demanded financing that often could not be derived from a single source. The corporate structure offered a means to pool financial resources. Corporate attributes such as those protecting shareholders were designed to make the investment an attractive one.
Because most of these projects were local in scope, their oversight was initially left to the individual states. In addition, the nation's founders had considered and defeated provisions for federal incorporation. Thus, it still remains that American corporations are organized under state laws.
One unintentional result of state regulation was that states began to compete with each other to attract corporate registrations (and the revenue that followed them). States simplified the registration process and gave protections and other benefits to those corporations that organized under their laws. At one time, New Jersey was the leader in this race toward permissiveness. Now, the undisputed champion is Delaware. For this reason, the law of Delaware is given special emphasis in issues of corporation law.
One other set of laws is also of national significance in corporation law. It is the Model Business Corporation Act (MBCA), created by the American Bar Association. The first MBCA was published in 1950 (a Uniform Business Corporation Act published in 1928 was not widely adopted and is currently only of interest for historical purposes) and has been revised over the years. Many of the individual state statutes are based on the MBCA so there tends to be a strong degree of uniformity between states. The MBCA's commentary may also be useful in interpreting adopted provisions.
This research guide is not intended to be comprehensive, but rather will list some of the major sources of law in the area and a variety of tools for the researcher to use when confronted with a legal issues involving corporations. Links in this research guide will take the researcher to information about the resource, and in some cases, will link to full text of the resource. The titles of materials held in the Seattle University Law Library are linked to the bibliographic records in the library's catalogs. The title or citation for Web-based materials will be linked to the internet site where those materials or information about them may be found. Citations to materials that are available on Westlaw, Lexis, or other databases, including cases, statutes, and law review articles of interest, may be linked to their source in one of those databases, and if so, will be available only to authorized users.
This research guide is limited to resources on the law of corporations. It does not include other business entities such as partnerships and limited liability companies. The guide does not attempt to cover the numerous subtopics involving corporations such as corporate taxation, securities law and the law of acquisitions and mergers. Those topics may, however, be discussed to some degree in the resources cited in this guide.