business law with ucc applications,13e the corporate entity chapter 26 mcgraw-hill/irwin copyright...

13
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.

Upload: thomas-owens

Post on 13-Jan-2016

216 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

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.

Page 2: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-2

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.

Page 3: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-3

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.

Page 4: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-4

The Corporate Entity

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

Page 5: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-5

The Corporate Entity

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

Page 6: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-6

The Corporate Entity

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

Page 7: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-7

The Corporate Entity

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

Page 8: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-8

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

Page 9: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-9

The Corporate Entity

• Promoters– Preformation Contracts– Novation

Page 10: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-10

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

Page 11: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-11

The Corporate Entity

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

Page 12: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-12

The Corporate Entity

• Corporate Financing– Classes of Corporate Stock – Dividends

Page 13: Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights

26-13

The Corporate Entity

• Dividends– Common Stock– Preferred Stock– Stock Valuation