Cases_and_Materials_on_Corporations

Cases_and_Materials_on_Corporations - Cases and Materials...

Info iconThis preview shows pages 1–3. Sign up to view the full content.

View Full Document Right Arrow Icon

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
This is the end of the preview. Sign up to access the rest of the document.

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....
View Full Document

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.

Page1 / 112

Cases_and_Materials_on_Corporations - Cases and Materials...

This preview shows document pages 1 - 3. Sign up to view the full document.

View Full Document Right Arrow Icon
Ask a homework question - tutors are online