The Multinational Challenge to Corporation Law: The Search for a New Corporate PersonalityModern multinational corporate groups of incredible complexity conducting world enterprises through numerous subsidiaries have rendered traditional corporation law archaic. The traditional concept of each corporation as a separate legal unit clashes with modern economic realities and frustrates effective regulation when applied to affiliated corporations collectively conducting a common enterprise. In response, there is emerging a law of corporate groups directed at the enterprise rather than its corporate components. As national legal systems begin to apply enterprise law to multinationals, including their foreign companies, the resulting extraterritorial application of national law inevitably leads to international controversy. Resolution of the problems presented by conflicting national regulation of multinational enterprises presents a major challenge to international law and foreign relations law, as well as to corporation law. This volume is a comprehensive review and analysis of these major legal developments and their economic and political implications. It concludes with a pathbreaking analysis of the jurisprudential implications of the changing corporate personality in enterprise law focusing on economic organization rather than on the conceptualized legal entity of yesterday. |
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Page ix
... particular legal areas where it appears to accomplish more effectively the underlying poli- cies and objectives of the law than does continued reliance on tradi- tional entity law doctrines . Further , even where they do prevail , enter ...
... particular legal areas where it appears to accomplish more effectively the underlying poli- cies and objectives of the law than does continued reliance on tradi- tional entity law doctrines . Further , even where they do prevail , enter ...
Page 7
... particular attention until well into the eighteenth century , and it did not become law in England for another century ( and only after protracted political struggle ) . The concept of the corporation as a legal unit with its own core ...
... particular attention until well into the eighteenth century , and it did not become law in England for another century ( and only after protracted political struggle ) . The concept of the corporation as a legal unit with its own core ...
Page 25
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Contents
The American Judicial and Statutory Response | 63 |
III World Dimensions | 151 |
IV Jurisprudential Implications | 203 |
Conclusion | 253 |
Notes | 255 |
Table of Cases | 295 |
Index | 303 |
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Common terms and phrases
activity affiliated Amendment American law application of enterprise areas arising artificial person assertion associational attributes Bank century charter clause common law Company Act COMPANY LAW concept conduct constitutional contract Corp corporate entity corporate groups corporate personality corporation law creditors Dartmouth College decisions doctrine English enterprise law enterprise liability enterprise principles entity law existence extraterritorial factors federal foreign subsidiaries Holding Company host country impose liability imposition of liability incorporation integrated intragroup investment involving judicial jurisdiction jurisprudential Justice law of corporate legal rights legal system legal unit limited liability multinational groups objectives operations organized ownership parent and subsidiary parent corporation particular partnership piercing the veil policies problem purposes railroad recognition recognized regulation role separate legal units shareholder liability shareholders shares standard statutes statutory law subsidiary corporations supra Supreme Court theory tion tional tort trade traditional entity law utilization veil jurisprudence
Popular passages
Page 41 - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.
Page 36 - The court does not wish to hear argument on the question whether the provision in the Fourteenth Amendment to the Constitution, which forbids a State to deny to any person within its jurisdiction the equal protection of the laws, applies to these corporations. We are all of opinion that it does.
Page 213 - ... liens created by state law and enforceable in the state courts. In the baptism of launching she receives her name, and from the moment her keel touches the water she is transformed, and becomes a subject of admiralty jurisdiction. She acquires a personality of her own, becomes competent to contract, and is individually liable for her obligations, upon which she may sue in the name of her owner, and be sued in her own name.
Page 39 - It is designed to prevent the use of legal process to force from the lips of the accused individual the evidence necessary to convict him or to force him to produce and authenticate any personal documents or effects that might incriminate him.
Page 77 - ... is resorted to, not for [63] the purpose of participating in the affairs of the corporation in which it is held in a manner normal and usual with stockholders, but for the purpose of making it a mere agent, or instrumentality or department of another company, the courts will look through the forms to the realities of the relation between the companies as if the corporate agency 12822° — 24 — VOL. 9 3 Opinion of the Court. did not exist and will deal with them as the justice of the case may...
Page 108 - Public-utility company" means an electric utility company or a gas utility company. (6) "Commission" means the Securities and Exchange Commission. (7) "Holding company" means — (A) any company which directly or indirectly owns, controls, or holds with power to vote...
Page 87 - The concrete import of these views is that a corporation is more nearly a method than a thing, and that the law in dealing with a corporation has no need of defining it as a person or an entity, or even as an embodiment of functions, rights and duties, but may treat it as a name for a useful and usual collection of jural relations, each one of which must in every instance be ascertained, analyzed and assigned to its appropriate place according to the circumstances of the particular case, having due...
Page 114 - ... (either alone or pursuant to an arrangement or understanding with one or more other persons) such a controlling influence over the management or policies...
Page 35 - The term citizens as there used applies only to natural persons, members of the body politic, owing allegiance to the State, not to artificial persons created by the legislature, and possessing only the attributes which the legislature has prescribed.