Corporations & Corporate Law (from Corporations in 100 Pages)

Corporations in 100 Pages, 2020

U of Michigan Law & Econ Research Paper No. 20-035

13 Pages Posted: 22 Aug 2020 Last revised: 9 Jun 2021

See all articles by Holger Spamann

Holger Spamann

Harvard Law School; ECGI

Scott Hirst

Boston University - School of Law; Harvard Law School Program on Corporate Governance

Gabriel V. Rauterberg

University of Michigan Law School

Date Written: July 18, 2020


This is the first chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels with other legal entities, including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book’s exposition of doctrine and policy is nuanced and sophisticated, yet short and simple enough for a quick read.

In addition to this Chapter 1 (“Corporations & Corporate Law”), we have also made available on SSRN Chapter 5 of the book (“Fiduciary Duties”) (, and Chapter 7 (“Mergers & Acquisitions”) (

Chapter 1, “Corporations & Corporate Law,” introduces the book by addressing two questions: What are corporations? And what is corporate law? The chapter discusses the corporation as formally an abstraction to which the law assigns right and duties. Its extraordinary usefulness lies in how it allows large groups of people to organize relationships involving multiple assets, such as by pooling funds, transferring them to the corporation, and then allowing the corporation to serve as a single contracting interface with third parties. The chapter discusses how corporate law, as the subject is taught in law schools and discussed in practice, consists of the body of rules that govern the relationships among a corporation’s shareholders, its board of directors, and its managers; the relationships within each group; and the powers of each group to affect the corporation’s affairs. Corporate law is thus only a small subset of the far larger set of laws governing corporations, which includes “antitrust law,” “consumer law,” “environmental law,” and far more. Corporate law remains largely a matter of state statutory and common law, but also turns decisively on the corporation’s governing legal instruments, like the charter and bylaws, and contracts amongst its shareholders. Securities law also affects how corporations finance themselves. The chapter ends by providing examples of corporations, such as a small private corporation and a large public one, which illustrate the important legal features of the corporate form.

Keywords: Corporations, Corporate Law, Delaware, Public, Private, Governance, Limited Liability

Suggested Citation

Spamann, Holger and Hirst, Scott and Rauterberg, Gabriel V., Corporations & Corporate Law (from Corporations in 100 Pages) (July 18, 2020). Corporations in 100 Pages, 2020, U of Michigan Law & Econ Research Paper No. 20-035, Available at SSRN:

Holger Spamann (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States

ECGI ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

Scott Hirst

Boston University - School of Law ( email )

765 Commonwealth Avenue
Boston, MA 02215
United States

Harvard Law School Program on Corporate Governance ( email )

1575 Massachusetts
Hauser 406
Cambridge, MA 02138
United States

Gabriel V. Rauterberg

University of Michigan Law School ( email )

625 South State Street
Ann Arbor, MI 48109-1215
United States

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