Law 3102 Corporations Nature and Formation.ppt POST MODEL

Law 3102 Corporations Nature and Formation.ppt POST MODEL -...

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CORPORATIONS - NATURE AND FORMATION
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Nature A corporation is a legal person It has its own existence, separate from its owners Owners are shareholders (may be corporations, partnerships etc.)
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Types of Corporations For profit Not-for-profit (New York – separate statutes) Public - e.g. municipalities Public benefit – “quasi public” Close vs. publicly traded
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Limited liability Primary feature of corporations Shareholders liable only to extent of what paid or promised to pay for shares Exceptions Professional Corporations Guarantees Statutes - BCL § 630, withholding taxes Piercing the corporate veil
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Piercing the corporate veil Doctrine by which court disregards “corporateness” to impose liability on shareholders Generally applied to prevent wrongdoing i.e. improperly allowing shareholders to be shielded from liability More likely to be applied where liability is tort rather than contract Application of doctrine has been called “notably imprecise and fact-intensive”
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Piercing the Veil, cont. Factors that may lead to application of
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This note was uploaded on 12/09/2011 for the course LAW 1101 taught by Professor Reed during the Spring '08 term at CUNY Baruch.

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Law 3102 Corporations Nature and Formation.ppt POST MODEL -...

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