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Chap._9Corporations - Corporations Corporations Chapter 9...

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Unformatted text preview: Corporations Corporations Chapter 9 Corporation / Partnership Corporation / Partnership Differences s Completely separate legal entity – Partnership / sole proprietorship are not s Perpetual existence s Limited liability for corporate debts Starting a Corporation Starting a Corporation s Formality – No informal or accidental corporations – State statutes control – many have uniform laws s Articles of Incorporation – Promoters – De jure and de facto corporations Corporate Structure Corporate Structure s s s s Shareholders Directors Officers Limited Liability of Shareholders – “Piercing the corporate veil” – Carpenter Paper case s s Separate entity – perpetual existence Taxation Corporate Governance Corporate Governance s Shareholders – Role – Voting: per share and cumulative – Proxies s The Board of Directors – How the board acts – Dividends­­when? s Officers – Duties? Directors’ and Officers’ Duties Directors’ and Officers’ Duties “Inside” and “outside” directors s Fiduciary duties of officers and directors s – Duty of care s Business Judgment rule – Duty of Loyalty s Corporate Opportunity Rule Corporate Lawsuits & Compliance Corporate Lawsuits & Compliance Programs s Corporate Lawsuits – Regular – Derivative s Corporate Compliance programs – Why? How do they work? Capital Formation in Corporations Capital Formation in Corporations s Equity and Debt Securities – Stock in corporations – preemptive rights – common stock; preferred stock – debt securities s Termination of corporations – Merger and Dissolution Other Forms of Companies Other Forms of Companies s S Corporations – Characteristics s Limited Liability Companies – Characteristics – Advantages Examine chart on p. 280 s Non Profit Corporations s ...
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