321_business_organizations_outline_08 - 2 Corporate...

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Business Law II Spring, 2008 Business Organizations I. Introduction. A. Forms of business organization. B. Factors affecting choice of business entity. II. Partnerships. A. Nature and creation of a partnership. 1. Definitions. 2. Characteristics. B. Partnership agreement. C. The partnership relationship. 1. Authority of partners. 2. Partners’ duties. 3. Partners’ rights. 4. Partners’ remedies. 5. Liability of partners. D. Dissolution/termination of the partnership. 1. Causes of termination. 2. Effect of dissolution. 3. Distribution of assets in dissolution. E. Limited partnerships. III. Limited liability companies. A. Statutory requirements. B. Current issues. IV. Corporations. A. Formation. 1. Purposes and powers. 2. Formalities of incorporation. B. Corporate financial transactions. 1. Corporate stock. a) Types. b) Acquisition and transfer of stock.
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Unformatted text preview: 2. Corporate distributions. a) Cash dividends. b) Property distributions. c) Share distributions. d) Rights and options. C. Corporate management. 1. Directors. a) Functions and composition of the board. b) Directors’ meetings. c) Removal of directors and vacancies. d) Liability of directors. 2. Officers. a) Appointment and compensation. b) Function and authority of officers. c) Removal of officers. d) Officers’ liability. 3. Shareholders. a) Promoters and incorporators. b) Shareholders’ functions. c) Shareholders’ meetings. d) Voting rights and issues. e) Shareholder suits. f) Shareholder liability. V. Taxation. A. Partnerships and other pass-through entities. B. Corporate taxation. VI. Choosing a form of doing business....
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