Pg 6 Flashcards
What are some disadvantages of the corporate form?
– formal procedures of operation/statutes
– difficulty of doing business across state lines
– double taxation
Why is it harder for corporations to do business across state lines?
Because they must “qualify“ in other states (register as foreign corporations in each state). Other things like partnerships do not have to do this.
What is the maxim for when you are in doubt about incorporating?
When in doubt, don’t incorporate
What is the law that dominates corporate law?
Statutes. That is why statutory interpretation and construction is so important in corporate law.
What are statutes?
Rules of law produced by the legislature
What is the process for making a statute?
– idea for the statute is presented to the legislature as a bill
– it gets a favourable vote from the legislature
– it is sent to the chief executive/president/governor who can veto it or sign it
– once it is passed, it is called an act because it is enacted law and that is a statute
– then it is organized into a code
What is an ordinance?
A statute produced by a local government like a city/county
Why are statutes hard to interpret?
Because they often have latent ambiguities that you don’t realize until you try to apply the statute to particular facts. I.e. statutes with different tax rates for fruits and vegetables
What is the critical factor to figuring out what a statute means?
Legislative intent
What are the popular approaches to legislative intent?
– plain meaning approach – soft plain meaning – purpose approach – golden rule exception – substantive cannons
What is the plain meaning approach for legislative intent?
Focuses on the words and how they are used and says that the legislature probably had in mind the most commonly accepted meaning. Grammar and punctuation are given their usual effect. Ie: if a statute forbids dogs from public parks, that includes seeing eye dogs because the language said no dogs
What is the soft plain meaning approach to legislative intent?
The consideration of the plain meaning of the language is just one factor to be weighed in determining legislative intent
What is the purpose approach to legislative intent?
The focus is on the mischief or evil that the legislature intended to get rid of and interprets the statute that way. I.e.: would probably allow a seeing eye dog into a park even though the statute says no dogs because the purpose is to protect kids in parks, and blind people are safer with their seeing eye dogs
What is the golden rule exception to legislative intent?
If a statute had a plain meaning, the court must use it unless it would create injustice, unnecessary hardship, or a ridiculous result
What is involved in the substantive cannons approach to legislative intent?
This is based on the subject of the law. The most famous is the criminal law’s rule of lenity: any ambiguity in a criminal statute is resolved in favour of the D
