e.g. in Delaware see the Division of Corporations at corp.delaware.gov, in New York see the Division of Corporations at dos.ny.gov/corps, and in California see the "Business Entities" section of the Secretary of State website at sos.ca.gov/business
leginfo.ca.gov
e.g. DGCL§141(a), "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." California Corporations Code§300(a)Archived November 13, 2012, at the Wayback Machine. NYBCL§701, "Subject to any provision in the certificate of incorporation authorized by ... [the] certificate of incorporation as to control of directors ... the business of a corporation shall be managed under the direction of its board of directors ... " This is a change from an old dictum in Manson v Curtis, 119 NE 559, 562 (NY 1918) where it was said that a director's powers are "original and undelegated". For support for this position, see Johannes Zahn, Wirtschaftsführertum und Vertragsethik im Neuen Aktienrecht 95 (1934) reviewed by Friedrich Kessler (1935) 83 University of Pennsylvania Law Review 393 and Stephen Bainbridge, Director Primacy and Shareholder Disempowerment, 119(6) Harvard Law Review 1735, 1746, fn 59 (2006)
cf William A. Klein and John C. Coffee, Business Organization and Finance 113–114 (9th edn 2004) cf Gibbons v. Ogden, 22 US 1 (1824) the right of Congress to regulate interstate trade under the commerce clause.
e.g. DGCL§141(a), "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." California Corporations Code§300(a)Archived November 13, 2012, at the Wayback Machine. NYBCL§701, "Subject to any provision in the certificate of incorporation authorized by ... [the] certificate of incorporation as to control of directors ... the business of a corporation shall be managed under the direction of its board of directors ... " This is a change from an old dictum in Manson v Curtis, 119 NE 559, 562 (NY 1918) where it was said that a director's powers are "original and undelegated". For support for this position, see Johannes Zahn, Wirtschaftsführertum und Vertragsethik im Neuen Aktienrecht 95 (1934) reviewed by Friedrich Kessler (1935) 83 University of Pennsylvania Law Review 393 and Stephen Bainbridge, Director Primacy and Shareholder Disempowerment, 119(6) Harvard Law Review 1735, 1746, fn 59 (2006)
DGCL§141(a) Also see DGCL §350, shareholder agreements may only affect a board's discretion in close corporations, and Galler v Galler, 32 Ill2d 16 (1964)
e.g. in Delaware see the Division of Corporations at corp.delaware.gov, in New York see the Division of Corporations at dos.ny.gov/corps, and in California see the "Business Entities" section of the Secretary of State website at sos.ca.gov/business
documentcloud.org
s3.documentcloud.org
"Opinion"(PDF). Del. Court of Chancery. 25 January 2023.
Contrast the European Union decisions, including Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd (2003) C-167/01 and see Simon Deakin, Two Types of Regulatory Competition: Competitive Federalism versus Reflexive Harmonisation. A Law and Economics Perspective on Centros (1999) 2 Cambridge Yearbook of European Legal Studies 231
findlaw.com
codes.lp.findlaw.com
e.g. DGCL§141(a), "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." California Corporations Code§300(a)Archived November 13, 2012, at the Wayback Machine. NYBCL§701, "Subject to any provision in the certificate of incorporation authorized by ... [the] certificate of incorporation as to control of directors ... the business of a corporation shall be managed under the direction of its board of directors ... " This is a change from an old dictum in Manson v Curtis, 119 NE 559, 562 (NY 1918) where it was said that a director's powers are "original and undelegated". For support for this position, see Johannes Zahn, Wirtschaftsführertum und Vertragsethik im Neuen Aktienrecht 95 (1934) reviewed by Friedrich Kessler (1935) 83 University of Pennsylvania Law Review 393 and Stephen Bainbridge, Director Primacy and Shareholder Disempowerment, 119(6) Harvard Law Review 1735, 1746, fn 59 (2006)
e.g., sponsored by Bernie Sanders, Workplace Democracy Act of 1999, HR 1277, Title III, §301. See further R Cook, 'The Case for Joint Trusteeship of Pension Plans' (2002) WorkingUSA 25. Most recently, the Employees' Pension Security Act of 2008 (HR 5754) §101 would have amended ERISA 1974 §403(a) to insert 'The assets of a pension plan which is a single-employer plan shall be held in trust by a joint board of trustees, which shall consist of two or more trustees representing on an equal basis the interests of the employer or employers maintaining the plan and the interests of the participants and their beneficiaries.'
harvard.edu
law.harvard.edu
See L Bebchuk, A Cohen and A Ferrell, Does the Evidence Favor State Competition in Corporate Law?90 California LR 1775, 1809–1810 (2002)
75US168 (1869) and see Henry N. Butler, Nineteenth century jurisdictional competition in the granting of corporate privileges (1985) 14(1) Journal of Legal Studies 129
See WL Cary, 'Federalism and Corporate Law: Reflections on Delaware' (1974) 83(4) Yale Law Journal 663, 664, noting how under Woodrow Wilson acting as governor tightened New Jersey law, provoking Delaware to change its regulation.
See RS Stevens, 'A Proposal as to the Codification and Restatement of the Ultra Vires Doctrine' (1927) 36(3) Yale Law Journal 297 and MA Schaeftler, 'Ultra Vires – Ultra Useless: The Myth of State Interest in Ultra Vires Acts of Business Corporations' (1983–1984) Journal of Corporation Law 81
See B Hamer, 'Serving Two Masters: Union Representation on Corporate Boards of Directors' (1981) 81(3) Columbia Law Review 639, 640 and 'Labor Unions in the Boardroom: An Antitrust Dilemma' (1982) 92(1) Yale Law Journal 106
75US168 (1869) and see Henry N. Butler, Nineteenth century jurisdictional competition in the granting of corporate privileges (1985) 14(1) Journal of Legal Studies 129
The larger consequence was that insurance regulation remained state based, as the Court also held that insurance did not generally affect interstate commerce. This latter ruling was, however, overturned by United States v South-Eastern Underwriters Association, 322US533 (1944)
This is not inevitable, as in corporations without shareholders, or those which may choose to give a voice to employees, e.g. Massachusetts Laws, General Laws, Part I Administration of the Government, Title XII Corporations, ch 156 Business Corporations, §23
Massachusetts Laws, General Laws, Part I Administration of the Government, Title XII Corporations, ch 156 Business Corporations, §23. This was originally introduced by An Act to enable manufacturing corporations to provide for the representation of their employees on the board of directors (April 3, 1919) Chap. 0070.
e.g. in Delaware see the Division of Corporations at corp.delaware.gov, in New York see the Division of Corporations at dos.ny.gov/corps, and in California see the "Business Entities" section of the Secretary of State website at sos.ca.gov/business
The case was subsequently settled. See 'Oracle's Chief in Agreement to Settle Insider Trading Lawsuit' (September 12, 2005) NY Times
opencongress.org
e.g., sponsored by Bernie Sanders, Workplace Democracy Act of 1999, HR 1277, Title III, §301. See further R Cook, 'The Case for Joint Trusteeship of Pension Plans' (2002) WorkingUSA 25. Most recently, the Employees' Pension Security Act of 2008 (HR 5754) §101 would have amended ERISA 1974 §403(a) to insert 'The assets of a pension plan which is a single-employer plan shall be held in trust by a joint board of trustees, which shall consist of two or more trustees representing on an equal basis the interests of the employer or employers maintaining the plan and the interests of the participants and their beneficiaries.'
This is vast. See K Kocaoglu, 'A Comparative Bibliography: Regulatory Competition on Corporate Law' (2008) Georgetown University Law Center Working Paper, on SSRN
This followed Carnegie's attendance the Commission on Industrial Relations in 1916 to explain labor unrest. See W Greenough, It's My Retirement Money – Take Good Care of It: The TIAA-CREF Story (Irwin 1990) 11–37, and E McGaughey, Participation in Corporate Governance (2014) ch 6(3)
state.gov
fpc.state.gov
PJ Purcell, 'The Enron Bankruptcy and Employer Stock in Retirement Plans' (March 11, 2002) CRS Report for Congress and JH Langbein, SJ Stabile and BA Wolk, Pension and Employee Benefit Law (4th edn Foundation 2006) 640–641
e.g. DGCL§141(a), "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." California Corporations Code§300(a)Archived November 13, 2012, at the Wayback Machine. NYBCL§701, "Subject to any provision in the certificate of incorporation authorized by ... [the] certificate of incorporation as to control of directors ... the business of a corporation shall be managed under the direction of its board of directors ... " This is a change from an old dictum in Manson v Curtis, 119 NE 559, 562 (NY 1918) where it was said that a director's powers are "original and undelegated". For support for this position, see Johannes Zahn, Wirtschaftsführertum und Vertragsethik im Neuen Aktienrecht 95 (1934) reviewed by Friedrich Kessler (1935) 83 University of Pennsylvania Law Review 393 and Stephen Bainbridge, Director Primacy and Shareholder Disempowerment, 119(6) Harvard Law Review 1735, 1746, fn 59 (2006)
See B Hamer, 'Serving Two Masters: Union Representation on Corporate Boards of Directors' (1981) 81(3) Columbia Law Review 639, 640 and 'Labor Unions in the Boardroom: An Antitrust Dilemma' (1982) 92(1) Yale Law Journal 106
e.g. DGCL§141(a), "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." California Corporations Code§300(a)Archived November 13, 2012, at the Wayback Machine. NYBCL§701, "Subject to any provision in the certificate of incorporation authorized by ... [the] certificate of incorporation as to control of directors ... the business of a corporation shall be managed under the direction of its board of directors ... " This is a change from an old dictum in Manson v Curtis, 119 NE 559, 562 (NY 1918) where it was said that a director's powers are "original and undelegated". For support for this position, see Johannes Zahn, Wirtschaftsführertum und Vertragsethik im Neuen Aktienrecht 95 (1934) reviewed by Friedrich Kessler (1935) 83 University of Pennsylvania Law Review 393 and Stephen Bainbridge, Director Primacy and Shareholder Disempowerment, 119(6) Harvard Law Review 1735, 1746, fn 59 (2006)
