Introduction to Corporations

To "incorporate" literally means to become a body. Corporations are the paradigmatic business entity in which people come together into one body to do great things. In this section we will look at why and how we create these bodies of fake people.

This book covers Delaware General Corporation Law (which we have abbreviated DGCL); and (2) the Model Business Corporation Act (abbreviated MBCA). Most of you will never live in Delaware. We cover Delaware law for corporations because a majority of public corporations are incorporated in Delaware. There are two major reasons for this. First, because most public corporations are incorporated in Delaware, Delaware law is more developed than the law in other states. Delaware just sees more cases and attracts the deepest corporate law nerds to the state's judiciary. Second, because most public corporations are incorporated in Delaware, books like this teach Delaware law, so there's a broader knowledge among lawyers who are often the ones advising on where to incorporate. Delaware law is a shared language among corporate lawyers around the world. It's like esperanto but useful.