Съдържание и развитие на доктрината ultra vires договорите на корпорацията в американското корпоративно право
The Ultra Vires Company Contract Doctrine in American Corporate Law: Its Contents and Development

Summary/Abstract: SCIENTIFIC REPORTS // The article analyses the content and development of the ultra vires corporation contract doctrine under American corporate law. The doctrine reflects the theoretical debates on the legal nature of corporations in American legal theory while the debates reproduce the arguments of German theories on the legal nature of legal persons and their organic representation (fiction and real entity theories). In addition, the author argues that the development of the ultra vires doctrine is influenced by the development of economic relations and the growth of the American economy thus posing different requirements to the legal forms of American business. The article is structured in a way which outlines the three general stages in the history of the ultra vires doctrine beginning from the early XIX century till modern times. The starting point is the rule that the corporation was authorized by the state not to enter into transactions unless the latter were specifically enumerated in its charter. The modern understanding is based on the general powers of the corporation which entitle it to undertake any legal action and conclude any contract save the ones which the law prohibits it to enter into.

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