Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 75
FEDERAL AND STATE LEGAL SYSTEM
AS IT AFFECTS CORPORATIONS
Section
§ 75.01 Introduction
§ 75.02 Fundamental Considerations--Prerequisites
§ 75.03 Power/Capacity
§ 75.04 Common Law
§ 75.05 Federal Courts
§ 75.06 Standing
§ 75.07 Applicability of the Constitution and Statutes--U.S. Constitution
§ 75.08 --Statutes
§ 75.09 Model Business Corporation Act
§ 75.10 Small Business Investment Act
§ 75.11 The Corporate Employer
§ 75.12 Securities and Trade Regulation
§ 75.13 Intellectual Property, Franchise, and Consumer Protection
§ 75.14 Uniform Commercial Code
§ 75.15 Environmental Laws
§ 75.16 Bankruptcy Code
§ 75.17 RICO and State "RICO"
§ 75.01 Introduction
A corporation can be viewed as an artificial person--an independent
being or entity. As such, except in certain notable instances, the federal
and state legal systems generally treat a corporation as they would an
individual. This Chapter addresses how the legal system sets forth certain
laws that concern corporations and analyzes the litigation process from
the corporate view. The following Chapter reviews the administrative
law system as it relates to corporations.
§ 75.02 Fundamental Considerations--Prerequisites
A threshold matter for assessing a corporation's ability to sue or be
sued is that it is in existence.1 A corporation comes into being when the
articles of incorporation are filed with the state and the applicable filing
fees are paid.2 Thereafter, it can sue or be sued. Even if the corporation
has ceased to do business, it may still be sued if it remains a legal entity.3
Most states require that a foreign corporation file with the state prior to
becoming involved in litigation in that state's courts.
In Minnesota the mechanism for this requirement is found in Minn.
Stat. § 303. Minnesota prohibits a foreign corporation from transacting
business in the state without a Certificate of Authority.4 To obtain a
Certificate of Authority the corporation must submit an application
specifying basic information regarding the corporation together with a
filing fee to the Secretary of State.5
§ 75.03 Power/Capacity
Most state corporation statutes, Minnesota's included, grant
corporations the power to sue and be sued. This does not mean that a
corporation can be a party to every legal action. Many legal rights
available to individuals under common law, statutes, and constitutions
are not available to corporations.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis