ACI Conference 2005

Corporations Law

1 Introduction

A corporation is a legal entity that is legally treated, in certain instances, as a person. And as such the corporation can:

	own property
	engage contracts with suppliers, contractors, lawyers, consultants and translators; and
	sue, and be sued.

Corporations law or corporate law is the field of law concerning the creation and regulation of corporations and other business organisations.

In many counties (eg UK ), corporate law is often called company law.

Corporate law also includes the law governing the relationships among various parts of a corporation such as:

	shareholders
	directors and
	management (i.e. CEO and CFO).

Corporation laws typically detail requirements for:

the circumstances a corporation may engage in a transaction (such as renting property) with a director (i.e. conflict of interest)

how the directors and officers (CEO & CFO) are chosen

the responsibilities (i.e. fiduciary duty) a director, an officer, or a shareholder has:

to the corporation or

to other shareholders

actions that may be undertaken by the officers of a corporation in their capacity

actions (i.e. corporate governance) that require the approval of:

the directors or

the shareholders

how a corporation may merge, consolidate with, or otherwise acquire another

the procedures for calling and holding a meeting of:

the shareholders or

the directors

how a corporation may:

be dissolved, and what are the consequences of dissolving it

issue stock, and what rights do a shareholder have with respect to the corporation

issue shares and prevent fraudulent offering schemes.

Corporate law is generally works close with other law disciplines such as:

	commercial law
	antitrust law and
	environmental law.

2 What are the problems and challenges we will face?

Reality one: Corporation laws and regulations are written in complex confusing language that most people have difficulty understanding and complying with. This includes your staff, suppliers, contractors, lawyers, translators and consultants.

Reality two: There are unnecessary costs for not complying and ‘ignorance’ is no excuse in the eyes of the law.

Reality three: There is a simple system that will help your people ensure:

	they understand what is required
	they can check that they complied and
	they can check that their suppliers, contractors, lawyers, translators and consultants complied.

This system is called Mustor Management and is governed by the MIS 10 000 standard.

At the 2005 International Plain Legal Language Conference in Washington DC , the conference summary speaker Mr Christopher Balmford, described Mustor Management as “the most exciting development in our field at the moment”.

This system will make it easier for your people to:

	negotiate obligations, offers and counter offers
	identify and compare choices
	compare changed clauses with original ones
	compare clauses between documents
	plan, program and cost compliance
	check and audit compliance
	analyse workflow requirements and develop procedures
	prepare flowcharts, procedures, action plans and programs (timelines, Gantt/PERT charts)
	make and review compensation claims
	complete prescribed notices and
	translate requirements into other languages.

Savvy employers can reduce their risks and increase their staff's productivity, by enrolling their staff in the Mustor Management Masterclass.