[英语学习]Lesson 12 Corporation Law.pptVIP

法律英语 Lesson Twelve Corporation Law Background Model Business Corporation Act 标准商务公司条例（1984年） The Model Business Corporation Act (MBCA) is a model act originally developed by the American Bar Association (ABA) in the 1980s to encourage uniformity within the corporation laws of each US state. The MBCA is not a law, but is only a guide for state governments. 公司的分类 Public Corporation, private Corporation Corporation sole, Corporation aggregate Parent Corporation, subsidiary Corporation, brother Corporation Profit Corporation, Nonprofit Corporation Publicly held Corporation, Closely Held Corporation Joint Venture Corporation, Shell Corporation Part 1: Introduction Three main business organization: There is no single code or statute that governs the U.S. law of business enterprises. …没有单一法典或法规… code: 法典 statute: 法规, 成文法 What are the categories of laws applicable to U.S business enterprises? (1) Close corporation laws 内部持股公司法 Close corporation a corporation which is permitted by state law to operate more informally than most corporations (allowing decisions without meetings of the board of directors) and has only a limited number of shareholders. / (2) Partnerships (合伙;合股) Uniform Partnership Act of 1916 统一合伙条例 Revised Uniform Limited Partnership Act of 1976 统一有限合伙修订条例 (3) Corporation Codes Corporations have no uniform law. Model Business Corporation Acts of 1984 is followed by only half of the states. …..只有一半的州采纳 Is it possible for an enterprise to incorporate in one state but operate in another? Yes. (4) Federal Securities Acts The Securities Act of 1933 The Securities Exchange Act of 1934 Various regulations issued by the Securities and Exchange Commission (5) Blue Sky Laws (蓝天法） State securities laws a state law setting the standards for the purchase and sale of securities, so to protect investors from fraudulent practices. The federal securities laws preempt the State Blue Sky Laws. preempt: 优先于… (6) Federal Antitrust Laws (联