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Internal Affairs Doctrine
The internal affairs doctrine is a choice of law rule in corporate law. Simply stated, it provides that the "internal affairs" of a corporation (e.g. conflicts between shareholders and management figures such as the board of directors and corporate officers) will be governed by the corporate statutes and case law of the state in which the corporation is incorporated,VantagePoint Venture Partners 1996 v. Examen, Inc.'' 871 A.2d 1108, 1112-1113 (2005). sometimes referred to as the ''lex incorporationis''. Practical effects of the doctrine The internal affairs doctrine ensures that such issues as voting rights of shareholders, distributions of dividends and corporate property, and the fiduciary obligations of management are all determined in accordance with the law of the state in which the company is incorporated. On the other hand, the "external affairs" of a corporation, such as labor and employment issues and tax liability, are typically governed by the law of the state in wh ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Choice Of Law
Choice of law is a procedural stage in the litigation of a case involving the conflict of laws when it is necessary to reconcile the differences between the laws of different legal jurisdictions, such as sovereign states, federated states (as in the US), or provinces. The outcome of this process is potentially to require the courts of one jurisdiction to apply the law of a different jurisdiction in lawsuits arising from, say, family law, tort, or contract. The law which is applied is sometimes referred to as the " proper law." Dépeçage is an issue within choice of law. Sequence of events in conflict cases in Common Law jurisdictions #Jurisdiction. The court selected by the plaintiff must decide both whether it has the jurisdiction to hear the case and, if it has, whether another forum is more suitable (the '' forum non conveniens'' issue relates to the problem of forum shopping) for the disposition of the case. Naturally, a plaintiff with appropriate knowledge and finance will ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Security (finance)
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic ( dematerialized) or " book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning they entitle the holder to rights only if they appear on a securi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Thomson-West
West (also known by its original name, West Publishing) is a business owned by Thomson Reuters that publishes legal, business, and regulatory information in print, and on electronic services such as Westlaw. Since the late 19th century, West has been one of the most prominent publishers of legal materials in the United States. Its headquarters is in Eagan, Minnesota; it also had an office in Rochester, New York, until it closed in 2019, and in Cleveland, Ohio, until it closed in 2010. Organizationally, West is part of the global legal division of Thomson Reuters. History West Publishing was founded by John Briggs West. In 1872, he went into business for himself as "John B. West, Publisher and Book Seller", reprinting legal treatises, publishing legal forms, and producing an index to the Minnesota statutes. He even arranged for a Swedish-language version of the state's rules of practice, for the state's many Scandinavian-born lawyers and judges. In 1876, his business had expan ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Nevada Corporation
A Nevada corporation is a corporation incorporated under Chapter 78 of the '' Nevada Revised Statutes'' of the U.S. state of Nevada. It is significant in United States corporate law. Nevada, like Delaware (see Delaware General Corporation Law), is well known as a state that offers a corporate haven. Many major corporations are incorporated in Nevada, particularly corporations whose headquarters are located in California and other Western states. Piercing the veil Nevada law provides extremely strong protection against piercing the corporate veil, where a corporation's owners can be held responsible for the actions of a corporation. For instance, from 1987 to 2007, there was only one case that successfully pierced the corporate veil of a Nevada corporation, and in this case the veil was pierced due to fraud on the part of the corporation's owners. Because the provisions on "piercing the corporate veil" are corporate governance matters, if a corporation chartered in Californi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Corporation
The Delaware General Corporation Law (sometimes abbreviated DGCL), officially the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since the 1913 anti-corporation reforms in New Jersey under the governorship of Woodrow Wilson, Delaware has become the most prevalent jurisdiction in United States corporate law and has been described as the ''de facto'' corporate capital of the United States. Delaware is considered a corporate haven because of its business-friendly/anti-consumer corporate laws compared to most other U.S. states. 66% of the ''Fortune'' 500, including Walmart and Amazon (two of the world's largest companies by revenue) are incorporated (and therefore have their domiciles for service of process purposes) in the state. Over half of all publicly traded corporations listed in the New York Stock Exchan ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Law
United States corporate law regulates the governance, finance 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 mostly 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 Wall Street Reform and Consumer Protection Act. 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, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New Y ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Insider Trading
Insider trading is the trading of a public company's stock or other securities (such as bonds or stock options) based on material, nonpublic information about the company. In various countries, some kinds of trading based on insider information are illegal. The rationale for this prohibition of insider trading differs between countries and regions. Some view it as unfair to other investors in the market who do not have access to the information, as the investor with inside information could potentially make larger profits than an investor without such information. However, insider trading is also prohibited to prevent the director of a company (the insider) from abusing a company's confidential information for the director's personal gain. The rules governing insider trading are complex and vary significantly from country to country as does the extent of enforcement. The definition of insider in one jurisdiction can be broad and may cover not only insiders themselves but also ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Nevada
Nevada ( ; ) is a landlocked state in the Western United States. It borders Oregon to the northwest, Idaho to the northeast, California to the west, Arizona to the southeast, and Utah to the east. Nevada is the seventh-most extensive, the 32nd-most populous, and the ninth-least densely populated U.S. state. Nearly three-quarters of Nevada's population live in Clark County, which contains the Las Vegas–Paradise metropolitan area, including three of the state's four largest incorporated cities. Nevada's capital is Carson City. Las Vegas is the largest city in the state. Nevada is officially known as the "Silver State" because of the importance of silver to its history and economy. It is also known as the "Battle Born State" because it achieved statehood during the Civil War (the words "Battle Born" also appear on its state flag); due to the presidency of Abraham Lincoln, the Union benefited immensely from the support of newly awarded statehood by the infusion of t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware
Delaware ( ) is a U.S. state, state in the Mid-Atlantic (United States), Mid-Atlantic and South Atlantic states, South Atlantic regions of the United States. It borders Maryland to its south and west, Pennsylvania to its north, New Jersey to its northeast, and the Atlantic Ocean to its east. The state's name derives from the adjacent Delaware Bay, which in turn was named after Thomas West, 3rd Baron De La Warr, an English nobleman and the Colony of Virginia's first colonial-era governor. Delaware occupies the northeastern portion of the Delmarva Peninsula, and some islands and territory within the Delaware River. It is the List of U.S. states and territories by area, second-smallest and List of U.S. states and territories by population, sixth-least populous state, but also the List of U.S. states and territories by population density, sixth-most densely populated. Delaware's List of municipalities in Delaware, most populous city is Wilmington, Delaware, Wilmington, and the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Haven
Corporate haven, corporate tax haven, or multinational tax haven is used to describe a jurisdiction that multinational corporations find attractive for establishing subsidiaries or Incorporation (business), incorporation of regional or main company headquarters, mostly due to favourable tax regimes (not just the headline tax rate), and/or favourable secrecy laws (such as the avoidance of regulations or disclosure of tax schemes), and/or favourable regulatory regimes (such as weak data-protection or employment laws). Unlike traditional tax havens, modern corporate tax havens reject they have anything to do with near-zero Corporation tax in the Republic of Ireland#Effective tax rate (ETR), effective tax rates, due to their need to encourage jurisdictions to enter into bilateral Tax treaty, tax treaties that accept the haven's base erosion and profit shifting (BEPS) tools. CORPNET show each corporate tax haven is strongly connected with specific traditional tax havens (via additional ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States
The United States of America (USA), also known as the United States (U.S.) or America, is a country primarily located in North America. It is a federal republic of 50 U.S. state, states and a federal capital district, Washington, D.C. The 48 contiguous states border Canada to the north and Mexico to the south, with the semi-exclave of Alaska in the northwest and the archipelago of Hawaii in the Pacific Ocean. The United States asserts sovereignty over five Territories of the United States, major island territories and United States Minor Outlying Islands, various uninhabited islands in Oceania and the Caribbean. It is a megadiverse country, with the world's List of countries and dependencies by area, third-largest land area and List of countries and dependencies by population, third-largest population, exceeding 340 million. Its three Metropolitan statistical areas by population, largest metropolitan areas are New York metropolitan area, New York, Greater Los Angeles, Los Angel ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
