SBL attorneys work with clients in organizing and creating various business entities (partnerships, limited liability companies, corporations), developing pre-incorporation and membership/shareholder agreements, license agreements, agreements with state universities, and various other business and corporate agreements. SBL attorneys have extensive experience in business and corporate litigation including breach of contract litigation, building contract litigation, partnership disputes, trade secret theft, and interference of business relationship litigation. SBL attorneys also have extensive experience in corporate operations including the development and instituting corporate compliance programs, and corporate policy procedures.
Corporate law deals the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created through the laws of its state of incorporation, treating a corporation as a legal “person” that has standing to sue and be sued, distinct from its stockholders. Corporations are taxable entities that are taxed at a lower rate from individuals. Until formally dissolved, a corporation has perpetual life; deaths of officials or stockholders do not alter the corporation’s structure. State laws regulate the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.
Black’s Law Dictionary defines a corporation as “an association of shareholders (or even a single shareholder) created under law and regarded as an artificial person by courts, “having a legal entity entirely separate and distinct from the individuals who compose it, with the capacity of continuous existence or succession, and having the capacity of such legal entity, of taking, holding and conveying property, suing and being sued, and execising such other powers as may be conferred on it by law, just as a natural person may.”
There are also federal laws relevant to corporations. For example, Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Corporations in certain industries are subject to federal reglation and licensing, such as communications and public transportation.