multinational corporation, business enterprise with manufacturing, sales, or service subsidiaries in one or more foreign countries, also known as a transnational or international corporation. These corporations originated early in the 20th cent. and proliferated after World War II. Typically, a multinational corporation develops new products in its native country and manufactures them abroad, often in Third World nations, thus gaining trade advantages and economies of labor and materials. Almost all the largest multinational firms are American, Japanese, or West European. Such corporations have had worldwide influence—over other business entities and even over governments, many of which have imposed controls on them. During the last two decades of the 20th cent. many smaller corporations also became multinational, some of them in developing nations. Proponents of such enterprises maintain that they create employment, create wealth, and improve technology in countries that are in dire need of such development. Critics, however, point to their inordinate political influence, their exploitation of developing nations, and the loss of jobs that results in the corporations' home countries.

corporation tax, imposts levied by federal, state, or local governments against corporations, their income, or their peculiar attributes, such as charters, capitalization, dividends, and franchises. In the United States such taxes were brought about by the difficulty of taxing corporate bonds and stocks and by the growth of corporations beyond state bounds, with consequent difficulty of assessment and taxation. Such special state corporation taxes now include fees and licenses for incorporation or for an increase in capitalization or for filing the corporation's charter in another state; taxes on gross earnings; taxes on tonnage and financial instruments or transactions; franchise taxes; capital stock taxes; and net income taxes. In 1909 the federal government imposed an excise tax on net incomes of U.S. corporations. That tax was superseded by a corporation income tax after the Sixteenth Amendment (1913). In Great Britain in 1920 a tax was levied on corporations, including foreign companies of limited liability doing business in Great Britain, but exempting the profits of corporations receiving income from other corporations already taxed. In both the United States and Great Britain, excess profits tax has generally been imposed only during wartime.

corporation, in law, organization enjoying legal personality for the purpose of carrying on certain activities. Most corporations are businesses for profit; they are usually organized by three or more subscribers who raise capital for the corporate activities by selling shares of stock, which represent ownership and are transferable. Besides business corporations, there are also charitable, cooperative, municipal, and religious corporations, all with distinctive features. In the United States all governmental units smaller than a state (e.g., counties, cities) are municipal corporations. Certain religious functionaries (e.g., Roman Catholic archbishops) legally are corporations sole.

The legal personality of a corporation is symbolized by its seal and its distinctive name. As a legal person, the corporation continues in existence when the organizers lose their connection with it. In most cases its liability is limited to the assets it possesses and creditors may not seize property of persons associated with the corporation as stockholders or otherwise. Legal personality gives the corporation many of the capacities of a natural person; e.g., it can hold property and can even commit crimes (for which it may be fined and its directors imprisoned).

The Modern Corporation

The modern concept of corporate power holds that the rights of the participants as well as the conduct of the enterprise must be the subject of managerial discretion. The salient characteristic of the modern corporation is the separation of management from ownership. Management of industrial corporations now requires executive managers and a corporate bureacracy to oversee its complex and interlacing activities.

The large business corporation has strongly influenced the control of property in the modern world. The large corporations are typically controlled by a small minority of the stockholders. There are several methods employed by small groups of stockholders to gain control of large corporations. These include pooling of the majority of stock in the hands of trustees having the power to vote it and the use of proxies (agents for the actual stockholders pledged to vote for particular candidates for managerial positions). Proxies are generally successfully used because stockholders rarely attend meetings or name proxies other than those suggested to them by management.

A more recent type of corporation is the holding company, organized to buy a controlling interest in other corporations; this type of corporation typically possesses no physical assets. The amount of cash needed to control a concern is lessened by pyramiding holding companies. This is done by creating a company to hold a voting control of one or more operating companies. A third company is created to hold a controlling interest in the second, and so on. The control of the last holding company is sufficient to control all; and such control, because of the scattering of stock among many small holders, may need the ownership of only 10% or 20% of the stock available.

See also trust.

The Regulation of Corporations

Until 1844 incorporation in England continued to be a matter of special grant by the king or Parliament. New corporations were created in the Industrial Revolution to finance larger economic units, such as railways and steam-driven machinery in factories. In the United States the state legislatures became the chief authorities to grant charters to corporations, although the federal government incorporates in a limited field. Federal charters were granted to both of the Banks of the United States, to certain railroads after the Civil War, and to the Communications Satellite Corporation (Comsat). Corporations owned by the federal government and financed by government appropriations include the Federal Deposit Insurance Corporation, the Community Credit Corporation, and various corporations established to meet emergencies and later liquidated. At first states passed a special act for each incorporation, but in 1811, New York state enacted a general incorporation law enabling the secretary of state to give charters. Since the Dartmouth College Case of 1819, when a charter was held to be a binding contract between a state and a corporation, unalterable and unamendable by the state without the corporation's consent, fewer perpetual charters have been granted, the right of the legislature to alter or annul being specifically reserved in the charter. Variability in state incorporation laws and the ability of corporations incorporated in one state to do business in all other states have allowed corporations to incorporate in the state or states having the most lenient incorporation laws. In general, the history of corporations in the United States has been marked by the abdication of state control over corporations.

SLM Corporation, foremost provider of funding for higher education to American students; commonly known as Sallie Mae. The company, which also offers information and resources to assist students and others in obtaining funding, had a portfolio of some $127 billion in managed student loans by the early 21st cent. The majority of those loans were federally guaranteed. The SLM Corp. also has a number of educational and finance-related subsidiaries and sponsors the Sallie Mae Fund, a charitable organization that promotes access to higher education. The company is headquartered in Reston, Va. Created in 1972 as the Student Loan Marketing Association (SLMA), it was originally a government-sponsored entity. Privatization was initiated in 1997 and finalized in 2004, when Sallie Mae cut all ties to the federal government.

Reconstruction Finance Corporation (RFC), former U.S. government agency, created in 1932 by the administration of Herbert Hoover. Its purpose was to facilitate economic activity by lending money in the depression. At first it lent money only to financial, industrial, and agricultural institutions, but the scope of its operations was greatly widened by the New Deal administrations of Franklin Delano Roosevelt. It financed the construction and operation of war plants, made loans to foreign governments, provided protection against war and disaster damages, and engaged in numerous other activities. In 1939 the RFC merged with other agencies to form the Federal Loan Agency, and Jesse Jones, who had long headed the RFC, was appointed federal loan administrator. After Jones became (1940) Secretary of Commerce, Congress transferred (1942) the RFC to his department. When Henry Wallace succeeded (1945) Jones, Congress removed the agency from Dept. of Commerce control and returned it to the Federal Loan Agency. When the Federal Loan Agency was abolished (1947), the RFC assumed its many functions. After a Senate investigation (1951) and amid charges of political favoritism, the RFC was abolished as an independent agency by act of Congress (1953) and was transferred to the Dept. of the Treasury to wind up its affairs, effective June, 1954. It was totally disbanded in 1957. RFC had made loans of approximately $50 billion since its creation in 1932.

Rand Corporation, research institution in Santa Monica, Calif.; founded 1948 and supported by federal, state, and local governments, as well as by foundations and corporations. Its principal fields of research are national security and public welfare. Research in national security affairs includes studies in planning, procurement, support and operations of military forces, studies of strategic and tactical forces, command and control, logistics management, and the relation between political and military strategy. Research in domestic problems includes studies in health care, education, transportation, communication, racial discrimination, poverty, housing, and environmental pollution.

International Finance Corporation: see International Bank for Reconstruction and Development.

Home Owners' Loan Corporation (HOLC), former U.S. government agency established in 1933 to help stabilize real estate that had depreciated during the depression and to refinance the urban mortgage debt. It granted long-term mortgage loans to some 1 million homeowners facing loss of their property. The HOLC ceased its lending activities in June, 1936, by the terms of the Home Owners' Loan Act.

Federal Home Loan Mortgage Corporation, commonly known as Freddie Mac, privately owned, government-sponsored organization that uses private capital to buy home mortgages as a means to help lower housing costs. A sister institution to the Federal National Mortgage Association, as well as a sometime competitor, Freddie Mac aims to foster liquidity, stability, and affordability in the U.S. mortgage market to give Americans the opportunity to afford housing. Chartered by Congress in 1970, it purchases mortgages from a variety of lenders and issues numerous publicly offered securities backed by those mortgages; it also retains some securities in its portfolio. One of the country's biggest buyers of home mortgages, by the early years of the 21st cent. Freddie Mac had provided help to over 46 million families, or approximately one in every six American homes. However, disclosures in 2003 that Freddie Mac had misstated its earnings for 2000-2002 damaged its credibility. The corporation has its headquarters in McLean, Va.

Federal Deposit Insurance Corporation (FDIC), an independent U.S. federal executive agency designed to promote public confidence in banks and to provide insurance coverage for bank deposits up to $100,000. The corporation was established in 1933 to prevent a repetition of the losses incurred during the Great Depression when bankrupt banks could not return the money deposited in them. It is managed by a five-member board of directors, appointed by the president with the consent of the U.S. Senate. The FDIC provides coverage for deposits in national banks, in state banks that are members of the Federal Reserve System, and in other qualified state banks. (Mutual funds and other securities are not covered.) It may also make loans to insured banks in the interest of protecting the depositors. The corporation derives its income from assessments on insured banks and interest on government securities. Since 1989 the FDIC has supervised the Savings Association Insurance Fund, the agency that was created to provide coverage for savings and loan associations when the Federal Savings and Loan Insurance Corporation became insolvent. A sharp increase in bank failures in the late 1980s and early 1990s led to the insolvency (1991-92) of the FDIC as well, forcing it to seek government loans. The fund recovered by the mid-1990s.

Enron Corporation, U.S. company that in 2001 became the largest bankruptcy and stock collapse in U.S. history up to that time. The company was formed in 1985 when InterNorth purchased Houston Natural Gas to create the country's longest natural-gas pipeline network. Renamed Enron in 1986, the company transformed itself in the 1990s from a gas-pipeline business into a natural-gas and electricity trading giant. By 2000 it was the seventh largest U.S. corporation.

Enron employed shoddy and deceptive accounting practices to hide its financial losses (and occasionally its gains). The techniques of structured finance—complex financial transactions designed to hedge the risks involved in business activities—were used to enrich some of Enron's corporate officers and hide the firm's financial losses. Independent partnerships to which Enron sold assets were created, enabling Enron to convert loans and assets burdened with debt obligations into income, but the contracts with the partnerships contained guarantees and risky buy-back conditions that had potentially disastrous consequences for Enron. Enron also booked projected long-term income from trading contracts when those contracts were signed, but the income projections were often overly optimistic and inflated. In 2001, when one partnership deal was properly accounted for by Enron's outside auditor, Arthur Andersen, large quarterly losses resulted. Those losses and subsequent profit and debt restatements caused Enron's stock price to drop, triggering the unraveling of the partnership and resulting in a sudden and dramatic financial collapse that led to bankruptcy in Dec., 2001. The pensions of some 20,000 Enron employees were devastated in varying degrees as well; 62% of the company pension plan was in now worthless Enron stock.

Enron was also accused of manipulating the electricity markets during the California energy crisis of 2000-2001. There is evidence that its subsidiaries engaged in sham trading among themselves to drive up the price of electricity, and Enron traders arranged power supply deals with California that gave the appearance of creating power congestion, generating fraudulent fees when Enron then appeared to take steps relieve the nonexistent congestion. The large profits made during the crisis were partially hidden by manipulating Enron's financial reserves.

More than 30 people were charged with various crimes arising from Enron's business practices. More than 20 people, including its chairman, president, and chief financial officer, were ultimately convicted of or pleaded guilty to fraud, conspiracy, and other crimes, although the chairman, Kenneth L. Lay, had his conviction extinguished when he died in 2006 before being sentenced. The collapse also destroyed Arthur Andersen, Enron's accounting firm, which found itself accused of obstructing justice when it destroyed documents relating to the case in late 2001 after the Securities and Exchange Commission had begun investigating Enron. Arthur Andersen, which had been one of the top five accounting firms, quickly lost clients and partners when it came under SEC investigation for its role in Enron's collapse, and its federal criminal conviction for obstruction of justice in 2001 sealed the firm's fate. (The conviction was overturned in 2005 by the U.S. Supreme Court because of faulty instructions given by the judge to the jury.)

A number of financial institutions, including Citigroup and J. P. Morgan, paid hundreds of millions in fines and penalties for the roles they played in financing and setting up the independent partnerships that contributed to Enron's collapse. The firms also paid more than $7 billion to be used to repay creditors and investors, but Enron's creditors were owed more than $70 billion when the company collapsed.

Communications Satellite Corporation (Comsat), organization incorporated (1962) by an act of Congress to establish a commercial system of international communications using artificial satellites. Although government sponsored, it was financed by a public stock issue. The launching in 1965 of its first satellite, Early Bird, also known as Intelsat 1, inaugurated a transatlantic service; Asian service was established 18 months later. With more than 140 representatives of other nations, Comsat is a member of the International Telecommunications Satellite Organization, Intelsat (formerly called the International Telecommunications Satellite Consortium). Through member-company satellites and earth stations around the world, the consortium provides for international communications via telephone and television. Comsat is also the U.S. representative to the International Mobile Satellite Organization, Inmarsat (formerly called the International Maritime Satellite Organization). Established in 1979 to serve the maritime industry by developing satellite communications for ship management and distress and safety applications, Inmarsat presently has 86 member countries and has expanded into land, mobile, and aeronautical communications. See communications satellite.

Commodity Credit Corporation: see agricultural subsidies.

Carnegie Corporation of New York, foundation established (1911) to administer Andrew Carnegie's remaining personal fortune for philanthropic purposes. Initially endowed with $125 million, the foundation received another $10 million from the residual estate. By 1999 its assets exceeded $1.5 billion. Carnegie directed the foundation's activities until his death in 1919; in accordance with his early interests he gave grants to public libraries and church organs. Following his death the trustees followed a more general policy leading to "the advancement and diffusion of knowledge and understanding." The foundation has financed many studies in its areas of main interest—U.S. education and underprivileged groups, such as the Myrdal Study on Race Relations in the United States. Andrew Carnegie also established the Carnegie Endowment for International Peace (1910), the Carnegie Foundation for the Advancement of Teaching (1905), and the Carnegie Hero Fund Commission (1904).

Any corporation registered and operating in more than one country at a time, usually with its headquarters in a single country. A firm's advantages in establishing itself multinationally include both vertical and horizontal economies of scale (reductions in cost that result from an expanded level of output). Critics usually regard the multinational corporation as destructive of local economies abroad and as prone to monopolistic practices. Seealso conglomerate.

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or commercial law or mercantile law

Legal rules and principles bearing on business organizations and commercial matters. It regulates various forms of legal business entities, including sole proprietors, partnerships, registered companies with limited liability, agents, and multinational corporations. Nearly all statutory rules governing business organizations are intended to protect creditors or investors. In addition, specific bodies of law regulate commercial transactions, including the sale and carriage of goods (terms and conditions, specific performance, breach of contract, insurance, bills of lading), consumer credit agreements (letters of credit, loans, security, bankruptcy), and relations between employers and employees (wages, conditions of work, health and safety, fringe benefits, and trade unions). It is a broad and continually evolving field. Seealso agency; corporation; debtor and creditor; intellectual property; labour law.

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Specific legal form of organization of persons and material resources, chartered by the state, for the purpose of conducting business. As contrasted with the other two major forms of business ownership, the sole proprietorship and the partnership, the corporation has several characteristics that make it a more flexible instrument for large-scale economic activity. Chief among these are limited liability, transferability of shares (rights in the enterprise may be transferred readily from one investor to another without constituting legal reorganization), juridical personality (the corporation itself as a fictive “person” has legal standing and may thus sue and be sued, make contracts, and hold property), and indefinite duration (the life of the corporation may extend beyond the participation of any of its founders). Its owners are the shareholders, who purchase with their investment a share in the proceeds of the enterprise and who are nominally enh1d to a measure of control over its financial management. Direct shareholder control became increasingly impossible in the 20th century, however, as the largest corporations came to have tens of thousands of shareholders. The practice of proxy voting by management was legalized and adopted as a remedy, and today salaried managers exercise strong control over the corporation and its assets. Seealso multinational corporation.

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U.S. government agency established (1932) to provide loans to railroads, banks, and businesses. The RFC was an attempt by Pres. Herbert Hoover to counter the early effects of the Great Depression by rescuing institutions from default. It was widely used by Pres. Franklin Roosevelt in the New Deal and to finance defense plants in World War II. After the war, the RFC's powers and functions were gradually transferred to other agencies.

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Independent U.S. government corporation created to insure bank deposits against loss in the event of a bank failure and to regulate certain banking practices. Established after the bank holiday in early 1933, the FDIC was intended to restore public confidence in the system. It insures bank deposits in eligible banks up to $100,000 for each deposit. All members of the Federal Reserve System are required to insure their deposits with the FDIC, and almost all commercial banks in the U.S. choose to do so.

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