A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).
Limited liability is a legal status where a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors. A shareholder in a corporation or limited liability company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount on the shares in the company, if any, except under special and rare circumstances permitting "piercing the corporate veil." The same is true for the members of a limited liability partnership and the limited partners in a limited partnership. By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business.
Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may "pierce" or "lift" the corporate veil.
Under the Noerr–Pennington doctrine, private entities are immune from liability under the antitrust laws for attempts to influence the passage or enforcement of laws, even if the laws they advocate for would have anticompetitive effects. The doctrine is grounded in the First Amendment protection of political speech, and "upon a recognition that the antitrust laws, 'tailored as they are for the business world, are not at all appropriate for application in the political arena.'"
International News Service v. Associated Press, 248 U.S. 215 (1918), also known as INS v. AP or simply the INS case, is a 1918 decision of the United States Supreme Court that enunciated the misappropriation doctrine of federal intellectual property common law—that a "quasi-property right" may be created against others by one's investment of effort and money in an intangible thing, such as information or a design. The doctrine is highly controversial and criticized by many legal scholars, but it has its supporters.
Enterprise liability is a legal doctrine under which individual entities can be held jointly liable for some action on the basis of being part of a shared enterprise. Enterprise liability is a form of secondary liability.
Illinois Tool Works Inc. v. Independent Ink, Inc., 547 U.S. 28 (2006), was a case decided by the Supreme Court of the United States involving the application of U.S. antitrust law to "tying" arrangements of patented products. The Court ruled unanimously that there is not a presumption of market power under the Sherman Antitrust Act when the sale of a patented product is conditioned on the sale of a second product in a tying arrangement. A plaintiff alleging an antitrust violation must instead establish the defendant's market power in the patented product through evidence.
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, 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.
Bowoto v. Chevron Corp. was a lawsuit against Chevron Nigeria Ltd., a subsidiary of Chevron USA, which went to trial in 2008 in the United States District Court for the Northern District of California. The plaintiffs, Nigerian citizens who had been injured during or who had survived human rights violations perpetrated by Nigerian military personnel, alleged that the Chevron subsidiary backed the military action and that the parent company thus should bear liability in US courts for the resultant fallout. The suit was decided on December 1, 2008, when nine jurors unanimously agreed Chevron was not liable for any of the numerous allegations. Judgment was entered the next day, officially exonerating Chevron.
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 done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Kinney Shoe Corp v. Polan, 939 F.2d 209, is a US corporate law case, concerning piercing the corporate veil.
Mattel v. MCA Records, 296 F.3d 894, was a series of lawsuits between Mattel and MCA Records that resulted from the 1997 hit single "Barbie Girl" by Danish group Aqua. The case was ultimately dismissed.
The corporate veil in the United Kingdom is a metaphorical reference used in UK company law for the concept that the rights and duties of a corporation are, as a general principle, the responsibility of that company alone. Just as a natural person cannot be held legally accountable for the conduct or obligations of another person, unless they have expressly or implicitly assumed responsibility, guaranteed or indemnified the other person, as a general principle shareholders, directors and employees cannot be bound by the rights and duties of a corporation. This concept has traditionally been likened to a "veil" of separation between the legal entity of a corporation and the real people who invest their money and labor into a company's operations.
Waesche, Sheinbaum & O'Regan was a New York law firm focusing on international litigation and arbitration.
Fletcher v. Atex, Inc., 68 F.3d 1451, is a veil piercing case by Judge José A. Cabranes in corporation law.
Prest v Petrodel Resources Ltd[2013] UKSC 34, [2013] 2 AC 415 is a leading UK company law decision of the UK Supreme Court concerning the nature of the doctrine of piercing the corporate veil, resulting trusts and equitable proprietary remedies in the context of English family law.
Veeck v. Southern Bldg. Code Congress Int'l, Inc., 293 F.3d 791, was a 2002 en banc 9-6 decision of the United States Court of Appeals for the Fifth Circuit, about the scope of copyright protection for building codes and by implication other privately drafted laws adopted by states and municipal governments. A three-fifths majority of the court's fifteen judges held that copyright protection no longer applied to model codes once they were enacted into law.
VTB Capital plc v Nutritek International Corp[2013] UKSC 5, [2013] 2 AC 337 is an English company law case, concerning piercing the corporate veil for fraud.
The misappropriation doctrine is a U.S. legal theory conferring a "quasi-property right" on a person who invests "labor, skill, and money" to create an intangible asset. The right operates against another person "endeavoring to reap where it has not sown" by "misappropriating" the value of the asset. The quoted language and the legal principle come from the decision of the United States Supreme Court in International News Service v. Associated Press, 248 U.S. 215 (1918), also known as INS v. AP or simply the INS case.
