A corporation is an organization a group of people or a company, authorized to act as a single entity and recognized as such in law. Early incorporated entities were established by charter. Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are divided by the law of the jurisdiction where they are chartered into two kinds: by whether they can issue stock or not, or by whether they are formed to make a profit or not. Corporations can be divided by the number of owners: corporation corporation sole; the subject of this article is a corporation aggregate. A corporation sole is a legal entity consisting of a single incorporated office, occupied by a single natural person. Where local law distinguishes corporations by the ability to issue stock, corporations allowed to do so are referred to as "stock corporations", ownership of the corporation is through stock, owners of stock are referred to as "stockholders" or "shareholders".
Corporations not allowed to issue stock are referred to as "non-stock" corporations. Corporations chartered in regions where they are distinguished by whether they are allowed to be for profit or not are referred to as "for profit" and "not-for-profit" corporations, respectively. There is some overlap between stock/non-stock and for-profit/not-for-profit in that not-for-profit corporations are always non-stock as well. A for-profit corporation is always a stock corporation, but some for-profit corporations may choose to be non-stock. To simplify the explanation, whenever "Stockholder" or "shareholder" is used in the rest of this article to refer to a stock corporation, it is presumed to mean the same as "member" for a non-profit corporation or for a profit, non-stock corporation. Registered corporations have legal personality and their shares are owned by shareholders whose liability is limited to their investment. Shareholders do not actively manage a corporation. In most circumstances, a shareholder may serve as a director or officer of a corporation.
In American English, the word corporation is most used to describe large business corporations. In British English and in the Commonwealth countries, the term company is more used to describe the same sort of entity while the word corporation encompasses all incorporated entities. In American English, the word company can include entities such as partnerships that would not be referred to as companies in British English as they are not a separate legal entity. Late in the 19th century, a new form of company having the limited liability protections of a corporation, the more favorable tax treatment of either a sole proprietorship or partnership was developed. While not a corporation, this new type of entity became attractive as an alternative for corporations not needing to issue stock. In Germany, the organization was referred to as Gesellschaft mit beschränkter Haftung or GmbH. In the last quarter of the 20th Century this new form of non-corporate organization became available in the United States and other countries, was known as the limited liability company or LLC.
Since the GmbH and LLC forms of organization are technically not corporations, they will not be discussed in this article. The word "corporation" derives from corpus, the Latin word for body, or a "body of people". By the time of Justinian, Roman law recognized a range of corporate entities under the names universitas, corpus or collegium; these included the state itself and such private associations as sponsors of a religious cult, burial clubs, political groups, guilds of craftsmen or traders. Such bodies had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated liberties by the emperor. Entities which carried on business and were the subjects of legal rights were found in ancient Rome, the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the Pope and the City of London Corporation.
The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, obtained a charter from King Magnus Eriksson in 1347. In medieval times, traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed. Early guilds and livery companies were often involved in the regulation of competition between traders. Dutch and English chartered companies, such as the Dutch East India Company and the Hudson's Bay Company, were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices. Investors in the VOC were issued paper certificates as proof of share ownership, were able to trade their shares on the original Amsterdam
New York Court of Appeals
The New York Court of Appeals is the highest court in the U. S. state of New York. The Court of Appeals consists of seven judges: the Chief Judge and six Associate Judges who are appointed by the Governor and confirmed by the State Senate to 14-year terms; the Chief Judge of the Court of Appeals heads administration of the state's court system, thus is known as the Chief Judge of the State of New York. The 1842 Neoclassical courthouse is located in Albany. In most U. S. states and the Federal court system the court of last resort is known as the "Supreme Court." New York, calls its trial and intermediate appellate courts the "Supreme Court," and the court of last resort the Court of Appeals. This sometimes leads to confusion. Further adding to misunderstanding is New York's terminology for jurists on its top two courts; those who sit on its Supreme courts are referred to as "Justices" – the title reserved in most states and the Federal court system for members of the highest court – whereas the members of New York's highest court, the Court of Appeals, are titled "Judges".
Appeals are taken from the four departments of the New York Supreme Court, Appellate Division to the Court of Appeals. In some cases, an appeal lies of right, but in most cases, permission to appeal must be obtained, either from the Appellate Division itself or from the Court of Appeals. In civil cases, the Appellate Division panel or Court of Appeals votes on petitions for leave to appeal. In some criminal cases, some appellate decisions by an Appellate Term or County Court are appealable to the Court of Appeals, either of right or by permission. In a few cases, an appeal can be taken from the court of first instance to the Court of Appeals, bypassing the Appellate Division. Direct appeals are authorized from final trial-court decisions in civil cases where the only issue is the constitutionality of a federal or state statute. In criminal cases, a direct appeal to the Court of Appeals is mandatory where a death sentence is imposed, but this provision has been irrelevant since New York's death-penalty law was declared unconstitutional.
Decisions from the Court of Appeals are binding authority on all lower courts, persuasive authority for itself in cases. Every opinion and motion of the Court of Appeals sent to the New York State Reporter is required to be published in the New York Reports; the New York State Unified Court System is a unified state court system that functions under the Chief Judge of the New York Court of Appeals, the ex officio Chief Judge of New York. The Chief Judge supervises the seven-judge Court of Appeals and is chair of the Administrative Board of the Courts. In addition, the Chief Judge establishes standards and administrative policies after consultation with the Administrative Board and approval by the Court of Appeals; the Chief Administrator is appointed by the Chief Judge with the advice and consent of the Administrative Board and oversees the administration and operation of the court system, assisted by the Office of Court Administration. The eleven-member New York State Commission on Judicial Conduct receives complaints and makes initial determinations regarding judicial conduct and may recommend admonition, censure, or removal from office to the Chief Judge and Court of Appeals.
The Court of Appeals promulgates rules for admission to practice law in New York. The New York State Reporter is the official reporter of decisions and is appointed by the Court of Appeals. For a complete list of Chief Judges, see List of Chief Judges of the New York Court of Appeals. For a list of Associate Judges, see List of Associate Judges of the New York Court of Appeals; the Court of Appeals was created by the New York State Constitution of 1846 to replace both the Court for the Correction of Errors and the Court of Chancery, had eight members. Four judges were elected by general ballot at the State elections, the other four were chosen annually from among the Supreme Court justices; the first four judges elected at the special judicial state election in June 1847 were Freeborn G. Jewett, Greene C. Bronson, Charles H. Ruggles, Addison Gardiner, they took office on July 5, 1847. Afterwards, every two years, one judge was elected in odd-numbered years to an eight-year term. In case of a vacancy, a judge was temporarily appointed by the Governor, at the next odd-year state election a judge was elected for the remainder of the term.
The Chief Judge was always that one of the elected judges. Besides, the Court had a Clerk, elected to a three-year term. In 1869, the proposed new State Constitution was rejected by the voters. Only the "Judicial Article", which re-organized the New York Court of Appeals, was adopted by a small majority, with 247,240 for and 240,442 against it; the Court of Appeals was wholly re-organised, taking effect on July 4, 1870. All sitting judges were legislated out of office, seven new judges were elected by general ballot at a special election on May 17, 1870. Democrat Sanford E. Church defeated Republican Henry R. Selden for Chief Judge; the tickets for associate judges had only four names each and the voters could cast only four ballots, so that four judges were chosen by the majority and two by the minority. Martin Grover was the only sitting judge, re-elected; the judges were elect
United States corporate law
United States corporate law regulates the governance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Act of 2010; the US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size. At the Declaration of Independence, corporations had been unlawful without explicit authorization in a Royal Charter or an Act of Parliament of the United Kingdom.
Since the world's first stock market crash corporations were perceived as dangerous. This was because, as the economist Adam Smith wrote in The Wealth of Nations, directors managed "other people's money" and this conflict of interest meant directors were prone to "negligence and profusion". Corporations were only thought to be legitimate in specific industries that could not be managed efficiently through partnerships. After the US Constitution was ratified in 1788, corporations were still distrusted, were tied into debate about interstate exercise of sovereign power; the First Bank of the United States was chartered in 1791 by the US Congress to raise money for the government and create a common currency. It had private investors, but faced opposition from southern politicians who feared federal power overtaking state power. So, the First Bank's charter was written to expire in 20 years. State governments could and did incorporate corporations through special legislation. In 1811, New York became the first state to have a simple public registration procedure to start corporations for manufacturing business.
It allowed investors to have limited liability, so that if the enterprise went bankrupt investors would lose their investment, but not any extra debts, run up to creditors. An early US Supreme Court case, Trustees of Dartmouth College v Woodward, went so far as to say that once a corporation was established a state legislature could not amend it. States reacted by reserving the right to regulate future dealings by corporations. Speaking, corporations were treated as "legal persons" with separate legal personality from its shareholders, directors or employees. Corporations were the subject of legal rights and duties: they could make contracts, hold property or commission torts, but there was no necessary requirement to treat a corporation as favorably as a real person. Over the late 19th century and more states allowed free incorporation of businesses with a simple registration procedure. Many corporations would be small and democratically organized, with one-person, one-vote, no matter what amount the investor had, directors would be up for election.
However, the dominant trend led towards immense corporate groups where the standard rule was one-share, one-vote. At the end of the 19th century, "trust" systems were used to concentrate control into the hands of a few people, or a single person. In response, the Sherman Antitrust Act of 1890 was created to break up big business conglomerates, the Clayton Act of 1914 gave the government power to halt mergers and acquisitions that could damage the public interest. By the end of the First World War, it was perceived that ordinary people had little voice compared to the "financial oligarchy" of bankers and industrial magnates. In particular, employees lacked voice compared to shareholders, but plans for a post-war "industrial democracy" did not become widespread. Through the 1920s, power concentrated in fewer hands as corporations issued shares with multiple voting rights, while other shares were sold with no votes at all; this practice was halted in 1926 by public pressure and the New York Stock Exchange refusing to list non-voting shares.
It was possible to sell voteless shares in the economic boom of the 1920s, because more and more ordinary people were looking to the stock market to save the new money they were earning, but the law did not guarantee good information or fair terms. New shareholders had no power to bargain against large corporate issuers, but still needed a place to save. Before the Wall Street Crash of 1929, people were being sold shares in corporations with fake businesses, as accounts and business reports were not made available to the investing public; the Wall Street Crash saw the total collapse of stock market values, as shareholders realized that corporations had become overpriced. They sold shares en masse, meaning meant; the result was that thousands of businesses were forced to close, they laid off workers. Because workers had less money to spend, businesses received less income, leading to more closures and lay-offs; this downward spiral began the Great Depression. Berle and Means argued that under-regulation was the primary cause in their foundational book in 1932, The Modern Corporation and Private Property.
They said di
Insurance is a means of protection from financial loss. It is a form of risk management used to hedge against the risk of a contingent or uncertain loss. An entity which provides insurance is known as an insurer, insurance company, insurance carrier or underwriter. A person or entity who buys insurance is known as a policyholder; the insurance transaction involves the insured assuming a guaranteed and known small loss in the form of payment to the insurer in exchange for the insurer's promise to compensate the insured in the event of a covered loss. The loss may or may not be financial, but it must be reducible to financial terms, involves something in which the insured has an insurable interest established by ownership, possession, or pre-existing relationship; the insured receives a contract, called the insurance policy, which details the conditions and circumstances under which the insurer will compensate the insured. The amount of money charged by the insurer to the Policyholder for the coverage set forth in the insurance policy is called the premium.
If the insured experiences a loss, covered by the insurance policy, the insured submits a claim to the insurer for processing by a claims adjuster. The insurer may hedge its own risk by taking out reinsurance, whereby another insurance company agrees to carry some of the risk if the primary insurer deems the risk too large for it to carry. Methods for transferring or distributing risk were practiced by Chinese and Babylonian traders as long ago as the 3rd and 2nd millennia BC, respectively. Chinese merchants travelling treacherous river rapids would redistribute their wares across many vessels to limit the loss due to any single vessel's capsizing; the Babylonians developed a system, recorded in the famous Code of Hammurabi, c. 1750 BC, practiced by early Mediterranean sailing merchants. If a merchant received a loan to fund his shipment, he would pay the lender an additional sum in exchange for the lender's guarantee to cancel the loan should the shipment be stolen, or lost at sea. Circa 800 BC, the inhabitants of Rhodes created the'general average'.
This allowed groups of merchants to pay to insure their goods being shipped together. The collected premiums would be used to reimburse any merchant whose goods were jettisoned during transport, whether due to storm or sinkage. Separate insurance contracts were invented in Genoa in the 14th century, as were insurance pools backed by pledges of landed estates; the first known insurance contract dates from Genoa in 1347, in the next century maritime insurance developed and premiums were intuitively varied with risks. These new insurance contracts allowed insurance to be separated from investment, a separation of roles that first proved useful in marine insurance. Insurance became far more sophisticated in Enlightenment era Europe, specialized varieties developed. Property insurance as we know it today can be traced to the Great Fire of London, which in 1666 devoured more than 13,000 houses; the devastating effects of the fire converted the development of insurance "from a matter of convenience into one of urgency, a change of opinion reflected in Sir Christopher Wren's inclusion of a site for'the Insurance Office' in his new plan for London in 1667."
A number of attempted fire insurance schemes came to nothing, but in 1681, economist Nicholas Barbon and eleven associates established the first fire insurance company, the "Insurance Office for Houses," at the back of the Royal Exchange to insure brick and frame homes. 5,000 homes were insured by his Insurance Office. At the same time, the first insurance schemes for the underwriting of business ventures became available. By the end of the seventeenth century, London's growing importance as a center for trade was increasing demand for marine insurance. In the late 1680s, Edward Lloyd opened a coffee house, which became the meeting place for parties in the shipping industry wishing to insure cargoes and ships, those willing to underwrite such ventures; these informal beginnings led to the establishment of the insurance market Lloyd's of London and several related shipping and insurance businesses. The first life insurance policies were taken out in the early 18th century; the first company to offer life insurance was the Amicable Society for a Perpetual Assurance Office, founded in London in 1706 by William Talbot and Sir Thomas Allen.
Edward Rowe Mores established the Society for Equitable Assurances on Lives and Survivorship in 1762. It was the world's first mutual insurer and it pioneered age based premiums based on mortality rate laying "the framework for scientific insurance practice and development" and "the basis of modern life assurance upon which all life assurance schemes were subsequently based."In the late 19th century "accident insurance" began to become available. The first company to offer accident insurance was the Railway Passengers Assurance Company, formed in 1848 in England to insure against the rising number of fatalities on the nascent railway system. By the late 19th century governments began to initiate national insurance programs against sickness and old age. Germany built on a tradition of welfare programs in Prussia and Saxony that began as early as in the 1840s. In the 1880s Chancellor Otto von Bismarck introduced old age pensions, accident insurance and medical care that formed the basis for Germany's welfare state.
In Britain more extensive legislation was introduced by the Liberal government in the 1911 National Insurance Act. This gave the British working classes the first contributory system of insurance against illness and unemployment; this system was expanded after the Second World War under the inf
Berkey v. Third Avenue Railway Co.
Berkey v. Third Avenue Railway Co 244 N. Y. 602 is a classic veil piercing case by Judge Benjamin N. Cardozo in United States corporate law. Minnie Berkey had an accident on a tram line operated by etc.. Railway Company, she suffered personal injury. The Third Avenue Railway owned it, along with another two corporations with street railways on different routes. Third Avenue not only owned nearly all the stock, the board of directors and executive officers were nearly the same. Ms Berkey sued Third Avenue Railway Co, to compensate her for personal injury. However, it was contrary to New York law at the time for one street railway company to assign its franchise to another without the Railway Commission's approval. So it was argued that a transfer in any liabilities from one to the other was an illegal contract, therefore transfer of tort liability for Ms Berkey's personal injury was illegal; the New York Court of Appeals held that the Third Avenue Railway Co was not liable for the debts of the subsidiary.
It was necessary that the domination of the parent company over the subsidiary was required to be complete, in order for the parent company to be treated as liable for the debts of the subsidiary. It was needed that the subsidiary be the alter ego of the parent, or that the subsidiary be thinly capitalized, so as to perpetrate a fraud on the creditors. Cardozo J said the following; the plaintiff's theory of the action requires us to assume the existence of a contract between the defendant on the one side and the Forty-second Street Company on the other... we cannot bring ourselves to believe that an agreement, criminal in conception and effect, may be inferred from conduct or circumstances so indefinite and equivocal... We do not mean that a corporation which has sent its cars with its own men over the route of another corporation may take advantage of the fact that its conduct in so doing is illegal to escape liability for the misconduct of its servant. A defendant in such circumstances is liable for the tort, however illegitimate the business, just as much as it would be if its board of directors were to order a motorman to run a traveler down.
We do mean, that an intention to operate a route in violation of a penal statute is not to be inferred... This being so, there is no need to choose between the Federal doctrine and our own, if indeed when they are understood, there is any difference between them.... The whole problem of the relation between parent and subsidiary corporations is one, still enveloped in the mists of metaphor. Metaphors in law are to be narrowly watched, for starting as devices to liberate thought, they end by enslaving it. We say at times that the corporate entity will be ignored when the parent corporation operates a business through a subsidiary, characterized as an'alias' or a'dummy.' All this is well enough if the picturesqueness of the epithets does not lead us to forget that the essential term to be defined is the act of operation. Dominion may be so complete, interference so obtrusive, that by the general rules of agency the parent will be a principal and the subsidiary an agent. Where control is less than this, we are remitted to the tests of justice.
The logical consistency of a juridical conception will indeed be sacrificed at times when the sacrifice is essential to the end that some accepted public policy may be defended or upheld. This is so, for illustration, though agency in any proper sense is lacking, where the attempted separation between parent and subsidiary will work a fraud upon the law. At such times unity is ascribed to parts which, at least for many purposes, retain an independent life, for the reason that only thus can we overcome a perversion of the privilege to do business in a corporate form. We find in the case at hand neither agency on the one hand, nor on the other abuse to be corrected by the implication of a merger. On the contrary, merger might beget more abuses than. Statutes framed for the protection, not of creditors, but of all who travel upon railroads, forbid the confusion of liabilities by extending operation over one route to operation over another. In such circumstances, we thwart the public policy of the state instead of defending or upholding it, when we ignore the separation between subsidiary and parent, treat the two as one.
US corporate law Walkovszky v. Carlton, 223 N. E.2d 6 Salomon v A Salomon & Co Ltd Adams v Cape Industries plc, two UK law cases which took a much more restricted approach DHN Food Distributors Ltd v Tower Hamlets LBC, a less restrictive UK case by Lord Denning MR
North Eastern Reporter
The North Eastern Reporter and North Eastern Reporter Second are United States regional case law reporters. It is part of the National Reporter System created by John B. West for West Publishing Company, now part of Thomson West; the North Eastern Reporter contains published U. S. state appellate court case decisions for: Illinois Indiana Massachusetts New York OhioWhen cited, the North Eastern Reporter and North Eastern Reporter Second are abbreviated "N. E." and "N. E.2d", respectively
Negligence is a failure to exercise appropriate and or ethical ruled care expected to be exercised amongst specified circumstances. The area of tort law known as negligence involves harm caused by failing to act as a form of carelessness with extenuating circumstances; the core concept of negligence is that people should exercise reasonable care in their actions, by taking account of the potential harm that they might foreseeably cause to other people or property. Someone who suffers loss caused by another's negligence may be able to sue for damages to compensate for their harm; such loss may include harm to property, psychiatric illness, or economic loss. The law on negligence may be assessed in general terms according to a five-part model which includes the assessment of duty, actual cause, proximate cause, damages; some things must be established by anyone. These are. Most jurisdictions say that there are four elements to a negligence action: duty: the defendant has a duty to others, including the plaintiff, to exercise reasonable care, breach: the defendant breaches that duty through an act or culpable omission, damages: as a result of that act or omission, the plaintiff suffers an injury, causation: the injury to the plaintiff is a reasonably foreseeable consequence of the defendant's act or omission.
Some jurisdictions narrow the definition down to three elements: duty and proximately caused harm. Some jurisdictions recognize five elements, breach, actual cause, proximate cause, damages. However, at their heart, the various definitions of what constitutes negligent conduct are similar; the legal liability of a defendant to a plaintiff is based on the defendant's failure to fulfil a responsibility, recognised by law, of which the plaintiff is the intended beneficiary. The first step in determining the existence of a recognised responsibility is the concept of an obligation or duty. In the tort of negligence the term used is duty of care The case of Donoghue v Stevenson established the modern law of negligence, laying the foundations of the duty of care and the fault principle which, have been adopted throughout the Commonwealth. May Donoghue and her friend were in a café in Paisley; the friend bought Mrs Donoghue. She drank some of the beer and poured the remainder over her ice-cream and was horrified to see the decomposed remains of a snail exit the bottle.
Donoghue suffered nervous shock and gastro-enteritis, but did not sue the cafe owner, instead suing the manufacturer, Stevenson.. The Scottish judge, Lord MacMillan, considered the case to fall within a new category of delict; the case proceeded to the House of Lords, where Lord Atkin interpreted the biblical ordinance to'love thy neighbour' as a legal requirement to'not harm thy neighbour.' He went on to define neighbour as "persons who are so and directly affected by my act that I ought reasonably to have them in contemplation as being so affected when I am directing my mind to the acts or omissions that are called in question." In England the more recent case of Caparo Industries Plc v Dickman introduced a'threefold test' for a duty of care. Harm must be reasonably foreseeable there must be a relationship of proximity between the plaintiff and defendant and it must be'fair and reasonable' to impose liability. However, these act as guidelines for the courts in establishing a duty of care. In Australia, Donoghue v Stevenson was used as a persuasive precedent in the case of Grant v Australian Knitting Mills.
This was a landmark case in the development of negligence law in Australia. Whether a duty of care is owed for psychiatric, as opposed to physical, harm was discussed in the Australian case of Tame v State of New South Wales. Determining a duty for mental harm has now been subsumed into the Civil Liability Act 2002 in New South Wales; the application of Part 3 of the Civil Liability Act 2002 was demonstrated in Wicks v SRA. Once it is established that the defendant owed a duty to the plaintiff/claimant, the matter of whether or not that duty was breached must be settled; the test is both objective. The defendant who knowingly exposes the plaintiff/claimant to a substantial risk of loss, breaches that duty; the defendant who fails to realize the substantial risk of loss to the plaintiff/claimant, which any reasonable person in the same situation would have realized breaches that duty. However, whether the test is objective or subjective may depend upon the particular case involved. There is a reduced threshold for the standard of care owed by children.
In the Australian case of McHale v Watson, McHale, a 9-year-old girl was blinded in one eye after being hit by the ricochet of a sharp metal rod thrown by a 12-year-old boy, Watson. The defendant child was held not to have the level of care to the standard of an adult, but of a 12-year-old child with similar experience and intelligence. Kitto J explained that a child's lack of foresight is a characteristic they share with others at that stage of development. Certain jurisdictions provide for breaches where professionals, such as doctors, fail to warn of risks assoc