Business Law with UCC Applications,13e

The Corporate Entity

Chapter 26

McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.

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Learning Objectives

1. Describe the evolution of associative corporativism.

2. Explain the nature of a corporation.

3. List the constitutional rights of a corporation.

4. Describe the differences among a private, a public, and a quasi-public corporation.

5. Distinguish between a close and an S corporation.

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Learning Objectives (cont.)

6. List the typical elements within the articles of incorporation.

7. Distinguish between the articles of organization and the operating agreement of a limited liability company.

8. Distinguish between a de jure and a de facto corporation.

9. Identify the objective of piercing the corporate veil.

10. Distinguish between common and preferred stock.

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The Corporate Entity

• The Theory of Corporativism– The Corporate Balancing Act – Balancing Corporate Legal Principles

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The Corporate Entity

• The Corporate Balancing Act– The Model Business Corporation Act– State Common Law

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The Corporate Entity

• Balancing Corporate Legal Principles– Corporate Limited Liability– Corporate Entity Status– Corporate Constitutional Rights– Corporate Citizenship

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The Corporate Entity

• Types of Corporate Entities– Private, Public, and Quasi-Public – Domestic, Foreign, and Alien – Close and S Corporations – Limited Liability Companies

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The Corporate Entity

• Corporate Formation– Promoters – Articles of Incorporation– The Corporate Name – Approval of Articles – Commencement of the Business– Formation of a Limited Liability Company

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The Corporate Entity

• Promoters– Preformation Contracts– Novation

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The Corporate Entity

• Formation of a Limited Liability Company– The Articles of Organization– The Operating Agreement– Oral Modifications of the Operating

Agreement– Taxation of an LLC

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The Corporate Entity

• Corporate Identity– De Jure and De Facto Corporation– Corporation by Estoppel – Piercing the Corporate Veil

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The Corporate Entity

• Corporate Financing– Classes of Corporate Stock – Dividends

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The Corporate Entity

• Dividends– Common Stock– Preferred Stock– Stock Valuation