Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 74
NATURE OF CORPORATE
PERSONALITY
Section
§ 74.01 Overview
§ 74.02 The Artificial Person Theory
§ 74.03 Corporate Powers
§ 74.04 Corporate Powers--Ultra Vires Doctrine
§ 74.05 Constitutional Rights
§ 74.06 Special Restrictions and Obligations of Corporations
§ 74.07 Limited Liability of Shareholders
§ 74.08 Disregard of the Corporate Form--Piercing the Corporate Veil
§ 74.01 Overview
A corporation is a separate and distinct legal entity with rights and
liabilities independent from those of its owners, managers, and
employees.1 Minnesota corporations are created and given their powers
under the Minnesota Business Corporation Act.2 Under both Minnesota
and federal law, corporations are recognized as artificial "persons"
having many of the legal rights and obligations that personhood entails.
§ 74.02 The Artificial Person Theory
The idea of a corporation as a thing in itself, existing separately from
its owners, members, or creators, has a long history.3 The distinction
between a corporation and its shareholders is firmly established in
Minnesota law.4
The concept of the corporation as a kind of "artificial being" was
recognized under common law in England and the early United States5--
but the idea of the corporation as person was not explicitly articulated
until the United States Supreme Court declared that corporations are
"persons" under the 14th Amendment of the U.S. Constitution, thus
prohibiting state governments from denying corporations equal protection
or due process of law.6
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