Download 3. company law in the usa

Company Law
1. Roots and History of Company Law
2. Company Law in the EU
3. Company Law in USA
4. Company Law in Turkey
1. ROOTS AND HISTORY OF COMPANY LAW
A) Laws related to credit, interest, merchants, division of
labor have been around for thousands of years
- e.g. Code of Hammarabi, and Roman “Lex Mercatoria”
B) Commercial Codes developed later in Europe (1800s)
- French Civil and Commercial Codes (shaped
commercial law in much of Europe in early 1800s)
- German codes (modeled on French codes; later
exported to Austria, Switzerland, etc.)
- Ottoman Commercial Codes
1) 1850 – translation of French Commercial Code
2) 1926 – based on German model
3) 2012 – revised code effective this summer
2. COMPANY LAW IN THE EUROPEAN UNION (EU)
A) Premised on Four Basic “Freedoms” (esp. # 1 and 2)
1) Right of Establishment
2) Free Movement of Capital
3) Movement of Goods/Services
4) Movement of People/Workers
B) Directives (generally require disclosure of info)
1) Intended to harmonize laws of EU members
2) Results to be achieved are binding on members, but
the form/method of implementation is member choice
C) Regulations & Recommendations
1) European corporate form = “SE” (Societas Europaea)
3. COMPANY LAW IN THE USA
A) Background
- Regulators: 1)States, 2)Fed. Govt, 3) Securities Exchanges
- Sarbanes-Oxley Act (2002): Intended to “protect investors”
B) Factors in Choosing an Entity
- Ease of Formation/Maintenance
- Tax Treatment
- Liability Issues
C) Common Types of Entities
- Sole Proprietorship
- Partnership
- Corporation
- Limited Liability Company
SOLE PROPRIETORSHIP
A) Owner and Business are single entity
B) Formation
C) Tax Consequences
D) Liability Issues
PARTNERSHIP
A) Partnership Basics
1) Definition/Formation
2) Tax Consequences
3) Liability Issues (personal liability, joint-and-several)
B) “General” Partnerships
1) Definition
2) Roles/responsibilities of partners (Agreement?)
C) “Limited” Partnerships
1) Generally designated with “L.P.”
2) Roles/responsibilities
CORPORATION
A) Business is a legal person, separate from owners
1) Created under state law (Articles of Incorporation)
2) Can sue and be sued; has 1st Amendment “speech” rights
B) Important Characteristics
1) Income is subject to “double taxation”
2) Provides limited liability for owners
C) Main Actors/Parties
1) Shareholders
2) Board of Directors
3) Officers & Managers
* Business Judgment Rule
D) Financing – Debt v. Equity Financing; “Capital Structure”
E) Common Types – Private, Public C corp, S corp, Non-profit
LIMITED LIABILITY COMPANY (LLC)
A) Background
1) Created under state law (Articles of Organization)
2) Recognized in all 50 U.S. states
3) Owners are called “members”
* Respective shares, duties, power, etc. are spelled out in an
Operating Agreement (function like corporate “bylaws”)
B) Important Characteristics
1) Tax treatment of a partnership (flow-through)
2) Limited liability of a corporation (for owners)
C) Differences from S Corp
California Business Choices:
CA Secretary of State
http://www.sos.ca.gov/business/be/