Over the next three months, Washington would travel between Mount Vernon, Annapolis, and Richmond to obtain, in 1784, the
corporate charter of the Potomac Company.
(19) Nevertheless, Centros, Uberseering, and Inspire Art are of essential importance to the existence or non-existence of a transatlantic market for
corporate charters. The reason can be summed up as follows: As long as the Member States of the Community managed to prevent an intra-European market for
corporate charters via the real seat rule, they could hardly be expected to eliminate the various obstacles that prevent European businesses from incorporating in the United States.
And like those other areas of law, the rules of corporate governance affect more than the parties embodied in the
corporate charter. From the standpoint of democratic legitimacy, it is no more justifiable to allow corporations to choose which state provides their corporate governance laws than it is to allow such corporations to choose which state ought to provide the tort law or environmental law that governs them.
Poison pills, unlike the two devices discussed above, do not amend the
corporate charter, thereby not requiring shareholder approval.
But during the period of industrialization, corporations used their rapidly growing economic power to bore into state constitutions, hiring early-day lobbyists to surreptitiously alter state corporate laws and promote new legal doctrines such as limited liability (originally rationalized by the need to attract investment into risky ventures that benefit the broad public) to challenge the legislatures' ability to regulate their behavior through the
corporate charter.
An example of a situation giving rise to such liability would be when a contract, originally executed as a binding agreement to be performed by the Corporation, becomes the personal liability of the owners of the Corporation after the
corporate charter was revoked for failure to pay franchise taxes.
In a lawsuit brought by TV preacher Jerry Falwell in November 2001, the evangelist's Thomas Road Baptist Church challenged a Virginia law passed in 1787 that prohibited
corporate charters for religious institutions.
The only difference would be that those privileges would no longer be special." Such laws were eventually passed, radically changing the nature of the
corporate charter.
And it is planning to petition Dan Lungren, California's attorney general and the Republican gubernatorial candidate, to initiate legal action to revoke UNOCAL's
corporate charter.
Particularly when it appears in an association's articles of incorporation (sometimes called a
corporate charter), the purpose statement is a relatively permanent pronouncement.
443 (1937), the corporate taxpayer issued preferred stock that was nonvoting stock under the taxpayer's
corporate charter. State law, however, caused all shareholders to be entitled to vote in elections for directors.
If the
corporate charter provisions that are examined here allow managers to extract benefits that raise expense ratios, and ultimately fund discounts, then at least part of the theory of managerialism has been shown to be relevant, and many other of the suspected entrenchment mechanisms (e.g., golden parachutes and poison pills) are likely to detract from the value of shareholders' wealth.
