Corporations and Constitutions

I've been struggling for a few years on an issue - how state corporate law interfaces with state and federal constitutional law, namely the Contracts Clause.  The Contracts Clause on the federal level reads "No State shall enter into any Treaty, Alliance, or Confederation; grant Letters of Marque and Reprisal; coin Money; emit Bills of Credit; make any Thing but gold and silver Coin a Tender in Payment of Debts; pass any Bill of Attainder, ex post facto Law, or Law impairing the Obligation of Contracts, or grant any Title of Nobility."

In one of the first major Supreme Court cases, Darmouth College v. Woodward, dealt with the interface of the Contract Clause with state corporate law, invalidating the state's changes to the corporate statutes that were contrary to Darmouth College's original corporate grant by George III.

Florida has reserved the right in their corporate statutes that if you create a corporatation in the state of Florida, the state may change the law and you agree to comply.

 

jmm