Business Law
Corporations, contracts, commercial law
Overview
Business law encompasses the legal rules governing commercial transactions, business organizations, and market competition. Federal business law includes antitrust regulation (Sherman Act, Clayton Act), securities law (Securities Act of 1933, Securities Exchange Act of 1934), and commercial transaction rules under the Uniform Commercial Code adopted by all states.
Corporate law is primarily state-based, with Delaware being the dominant state of incorporation for publicly traded companies due to its sophisticated corporate code and specialized Court of Chancery. Business entities include corporations, LLCs, partnerships, and sole proprietorships, each with different tax treatment, liability protection, and governance requirements.
The Federal Trade Commission enforces consumer protection and antitrust laws, while the SEC regulates securities markets. The Sarbanes-Oxley Act and Dodd-Frank Act imposed significant corporate governance and financial reporting requirements following major corporate scandals and the 2008 financial crisis.
Key Federal Laws
- •Sherman Antitrust Act (15 U.S.C. § 1)
- •Securities Act of 1933 (15 U.S.C. § 77a)
- •Sarbanes-Oxley Act of 2002
- •Dodd-Frank Wall Street Reform Act of 2010
- •Federal Trade Commission Act (15 U.S.C. § 45)
Key Cases
- •Citizens United v. FEC (2010) — Corporate political speech
- •Burwell v. Hobby Lobby (2014) — Corporate religious exercise
- •AT&T Mobility v. Concepcion (2011) — Arbitration clauses
- •Epic Systems Corp. v. Lewis (2018) — Class action waivers
- •SEC v. W.J. Howey Co. (1946) — Definition of a security
State Variations
Business formation and governance laws are state-based. Delaware is the most popular state of incorporation for large companies. States differ on LLC operating agreement requirements, corporate taxation, franchise taxes, and annual reporting obligations. Non-compete agreement enforceability varies from fully enforceable (Florida) to banned (California). Uniform Commercial Code variations exist among states, particularly regarding secured transactions.
Frequently Asked Questions
What type of business entity should I form?
The best entity depends on your goals. LLCs offer liability protection with flexible taxation and less formality. S-corporations limit self-employment tax but have shareholder restrictions. C-corporations suit businesses seeking investment or going public but face double taxation. Sole proprietorships are simplest but offer no liability protection. Consult a business attorney and tax advisor for your specific situation.
What is a breach of contract?
A breach of contract occurs when a party fails to perform its obligations under a valid contract without legal excuse. Breaches can be material (going to the essence of the agreement, excusing the other party from performance) or minor (entitling the other party to damages but not excusing their performance). Remedies include monetary damages, specific performance, and contract rescission.
Compare Business Law Across States
See how different states handle business law side by side.
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