The types of corporate law break down into roughly nine practice areas: formation and governance, corporate taxation, mergers and acquisitions, antitrust, securities regulation, corporate finance, employment and labor, intellectual property, and dissolution or bankruptcy. Each area has its own federal and state statutes, its own compliance calendar, and its own penalty structure. A corporate lawyer rarely handles all of them. Most specialize, and most companies of any size end up hiring across several of these areas over the life of the business.
Formation and Governance
This is where every corporation starts and where the rules about who runs the company live. Formation itself is a filing: articles of incorporation go to a state agency, usually the secretary of state, establishing the legal name, authorized shares, and the agent designated to receive legal notices. Initial filing fees typically run from $100 to $750. Bylaws, adopted after the entity exists, govern how the board meets, how officers are appointed, and how major decisions are made.
Delaware’s statute and the Model Business Corporation Act are the two main reference points for state corporate law.1American Bar Association. ABA Launches New Resource Center to Support Model Business Corporation Act Governance work sits on top of that framework, and it covers three recurring problem areas.
Fiduciary Duties
Directors and officers owe the corporation a duty of care (make informed, diligent decisions) and a duty of loyalty (put the company first, avoid self-dealing). The business judgment rule shields directors from personal liability for bad outcomes if they acted in good faith, with reasonable care, and in what they believed were the company’s interests. A plaintiff can break through that shield by showing gross negligence, bad faith, or a personal financial conflict. In Smith v. Van Gorkom, the Delaware Supreme Court held directors personally liable for approving a buyout without studying whether the price was fair.2Justia. Smith v. Van Gorkom Shareholders also enforce these duties through voting power at annual meetings and on structural changes like mergers.3Investor.gov. Shareholder Voting
Piercing the Corporate Veil
A corporation is supposed to keep its owners’ personal assets off-limits to company creditors. Courts strip that protection when owners treat the corporation as an extension of themselves. The usual red flags are mixing personal and corporate funds, failing to hold meetings or keep records, leaving the company so undercapitalized it cannot cover foreseeable debts, and using the corporate form for fraud. No single factor decides the question, but a cluster of them can put a shareholder’s bank accounts, real estate, and investments on the table.
Derivative Suits
When the board won’t police itself, shareholders can sue on the corporation’s behalf. The shareholder first makes a written demand on the board and waits 90 days. A court may excuse that wait if the board rejects the demand or if the delay would cause irreparable harm. Any recovery goes to the company, not the shareholder who sued.
Corporate Taxation
How a company is taxed drives a lot of other decisions, from who can invest to how founders eventually get paid. The default is C-corporation status, which pays federal income tax at a flat 21% on taxable income.4Office of the Law Revision Counsel. 26 USC 11 – Tax Imposed When the company pays dividends, shareholders pay again on their personal returns. That second layer is the defining feature of C-corp taxation.
S-corporation status skips the entity-level tax by passing profits and losses through to shareholders. To qualify, the company can have no more than 100 shareholders, all of whom must be U.S. citizens or residents (or certain trusts and estates), and it can issue only one class of stock. The election is made by filing Form 2553 with the IRS.5Internal Revenue Service. Instructions for Form 2553 Companies that need foreign investors, multiple stock classes, or more than 100 owners stay with C-corp taxation.
Mergers and Acquisitions
M&A work covers transactions where one company absorbs another or buys enough of it to control it. A statutory merger folds two companies into one surviving entity, and the survivor inherits the other’s assets, contracts, and liabilities automatically. An acquisition is different: the buyer purchases specific assets or a controlling block of shares without the entities formally merging, which can let the buyer leave unwanted liabilities behind. Courts watch asset deals carefully for attempts to dodge creditors.
Deals of any size involve purchase agreements that spell out price, seller representations, and what happens when those representations prove false. The due diligence that precedes closing is where deals succeed or fail. Lawyers go through financial statements, contracts, pending litigation, tax records, and environmental compliance to find problems before the money changes hands.
Larger transactions trigger federal review. Under the Hart-Scott-Rodino Act, deals where the buyer would hold more than $133.9 million of the target’s assets or voting securities require premerger notification to the FTC and the Department of Justice, followed by a waiting period.6Federal Trade Commission. Current Thresholds Transactions over $535.5 million are reportable regardless of the parties’ size.7Office of the Law Revision Counsel. 15 USC 18a – Premerger Notification and Waiting Period Both thresholds adjust annually for inflation.
Antitrust and Competition
Antitrust practice protects markets from collusion and monopolization. The Sherman Act makes it a felony for competitors to fix prices, divide markets, or otherwise agree to restrain trade. Corporate fines run up to $100 million per violation, with individuals facing fines up to $1 million and prison terms up to 10 years.8Office of the Law Revision Counsel. 15 USC 1 – Trusts, Etc., in Restraint of Trade Illegal The Clayton Act targets mergers whose effect would be to substantially lessen competition or create a monopoly.9Office of the Law Revision Counsel. 15 USC 18 – Acquisition by One Corporation of Stock of Another
In day-to-day practice, antitrust compliance means training sales teams to avoid pricing conversations with competitors, reviewing exclusive dealing arrangements, and making sure joint ventures with rivals have real business justifications. Companies in concentrated industries get the closest scrutiny.
Securities Regulation
Any company that sells ownership interests or debt to raise money runs into securities law. The Securities Act of 1933 requires registration of public offerings and detailed financial disclosure.10U.S. Securities and Exchange Commission. Registration Under the Securities Act of 1933 The Securities Exchange Act of 1934 created the SEC and governs ongoing conduct in the secondary trading markets.
Ongoing Reporting
Public companies file Form 10-K annually and Form 10-Q after each of the first three fiscal quarters, covering financial condition, risks, and material changes.11Investor.gov. How to Read a 10-K/10-Q Criminal violations of the Exchange Act carry fines up to $5 million for individuals and $25 million for entities, with prison terms up to 20 years.12GovInfo. 15 USC 78ff – Penalties The SEC can also pursue civil penalties through administrative proceedings, scaled to whether fraud was involved and how much investors lost.13Office of the Law Revision Counsel. 15 USC 78u-2 – Civil Remedies in Administrative Proceedings
Private Placements
Companies that raise capital privately can use Regulation D exemptions rather than full registration. Rule 506(b), the most common, lets a company raise an unlimited amount of money with no cap on accredited investors, up to 35 non-accredited investors who must be financially sophisticated, and no general advertising. A Form D notice goes to the SEC within 15 days of the first sale.14U.S. Securities and Exchange Commission. Private Placements – Rule 506(b) Securities bought this way are restricted and cannot be freely resold on the open market.
Corporate Finance
Finance work turns capital-structure choices into enforceable contracts. On the debt side, loan agreements and bond indentures usually include covenants that restrict the borrower from piling on more debt, selling off major assets, or paying out oversized dividends. These restrictions protect lenders by keeping the business intact until the money is repaid. Syndicated loans let multiple lenders fund a large borrower under a single agreement with one bank acting as administrative agent.
Equity financing involves a different set of papers. Investment agreements with venture capital or private equity firms define liquidation preferences (who gets paid first in a sale or dissolution), anti-dilution protections (what happens when later shares are issued at a lower price), and board representation. The drafting aims to line up founder and investor incentives while making the loss allocation clear if the business fails.
Employment and Labor
Any corporation with employees sits inside a web of federal employment statutes, and noncompliance is one of the most common sources of corporate liability. The Fair Labor Standards Act requires at least the federal minimum wage for all hours worked and time-and-a-half for hours over 40 in a workweek.15U.S. Department of Labor. New and Small Businesses Certain executive, administrative, and professional employees are exempt from overtime if they are paid on a salary basis of at least $684 per week ($35,568 annually) and meet duty tests. The Department of Labor tried to raise that threshold in 2024, but a federal court struck down the increase, so the $684 figure remains in effect for 2026.16U.S. Department of Labor. Earnings Thresholds for the Executive, Administrative, and Professional Exemptions
Title VII of the Civil Rights Act covers employers with 15 or more employees and bars discrimination based on race, color, religion, sex, or national origin in hiring, firing, pay, and other terms of employment.17U.S. Equal Employment Opportunity Commission. Title VII of the Civil Rights Act of 1964 The Family and Medical Leave Act requires covered employers to give eligible employees up to 12 weeks of unpaid, job-protected leave per year for childbirth, adoption, or a serious health condition affecting the employee or a close family member.
Intellectual Property
Corporate IP practice protects four main asset categories: patents (inventions), trademarks (brand names and logos), copyrights (creative works), and trade secrets (confidential information like formulas or customer lists). Each has its own federal registration process and enforcement path.
The area that trips up companies most often is ownership of work created by employees. Without written assignment agreements, disputes over who owns an invention or a block of software code can get expensive fast. Most corporations have employees and contractors sign invention assignment agreements that transfer ownership of work product created during the engagement. Several states limit the reach of these agreements. In California, Illinois, and a handful of others, employers cannot claim inventions an employee made entirely on their own time without company resources. Verbal understandings about ownership tend not to survive litigation.
Dissolution and Bankruptcy
The last practice area deals with how corporations end or restart.
Voluntary Dissolution
Winding down a corporation means filing articles of dissolution with the state and then settling obligations in the right order. State filing fees are modest, typically $0 to $60. Creditors come before shareholders: secured creditors first, unsecured creditors next, and only then do shareholders receive anything in proportion to their stakes. Following that order is what keeps directors and officers from being personally liable for leftover debts. Paying shareholders before creditors is one of the fastest ways to invite personal liability claims.
Chapter 11 Reorganization
Companies that cannot pay their debts but have viable operations can restructure through Chapter 11 bankruptcy. The company usually keeps running as a “debtor in possession,” holding the rights and powers a bankruptcy trustee would otherwise have.18Office of the Law Revision Counsel. 11 USC 1107 – Rights, Powers, and Duties of Debtor in Possession A reorganization plan restructures payment obligations, and creditors vote on it. Even if some classes of creditors reject the plan, a court can still confirm it if the plan is fair, equitable, and does not unfairly discriminate among classes.19Office of the Law Revision Counsel. 11 USC 1129 – Confirmation of Plan Chapter 11 exists on the premise that a functioning business is usually worth more intact than sold off in pieces, and creditors tend to recover more through reorganization than through liquidation.