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Unformatted text preview: Cases and Materials on Corporations: Reading Notes Chapter One Client Goals 1. Make $ 2. Protect the $ 3. Protect myself Introduction Business is a broad term describing all kinds of profit making activities Biz Classification 1: Entity Types: 1. Incorporated-Corporations State by state 2. Unincorporated Associations-P’ship-L P’ship-LLC Blend of P’ship and Corp Limited = limiting yourself from liability Biz Classification 2: 1. Small (Closely held): whether they have one or few owners 2. Large (Publicly traded): hundreds of thousands of owners-Publicly traded entity-likely to be a corporation: b/c the sale and issue of securities b/c this makes one publicly traded which is regulated under the Securities Exchange Act Relations among Owners: (Internal)-Financing the entity-****Fiduciary duties-Sharing profits (and losses) -Liability allocations-Control-Termination Relations Owners and 3 rd Parties: (External)-Liability-Asset Protection -Creditors Competing Interests: Corp-Officers Treasurer, oversee employees -Directors Set policy-Employees Work for directors Directors have different interests than that of the corporations which causes problems –conflict b/c of different dreams -The dividing line b/t the two is whether a public market exists for ownership interests in the business B. The Statutes C. The Role of Agency Law in BA Principals and Agents The Agency R’ship: Principle (P): manifests assent for another to act on her behalf Agent (A): assents to so act Manifestation: A person manifests assent or intention through written or spoken words or other conduct Types of Principles: Disclosed and Undisclosed P’s There are basically 3 different situations 1. Disclosed P: know agent and know who the P is 2. Partially Disclosed: know agent but do not know P 3. Undisclosed P: do not know that there is a P Chart of Principals: Term 3 Pty Notice of Agent Role 3 rd Pty notice of P ID DP Yes Yes PDP Yes No UDP No No A P is disclosed if the 3 rd party knows the identity of the P at the time the transaction is entered into A 3 rd person does not actually know who the P is but should be able reasonably to infer the identity of the P from the info on hand When a transaction in entered into on behalf of a disclosed P that P becomes a party to the k. The A does not become a party to such a K unless there is an agreement to the contrary Partially is one whose identity is unknown but the 3 rd person is on notice that the A is in fact acting on behalf of some principal The partially becomes immediately bound to any authorized k’s entered into by the A. However the A also becomes bound to the 3 rd party unless there is an agreement by the 3 rd party to look solely to the partially....
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This note was uploaded on 04/18/2008 for the course BA ??? taught by Professor Groves during the Spring '08 term at Florida Coastal School of Law.
- Spring '08