Lecture Business law with UCC applications (13/e): Chapter 26 - Brown, Sukys

Chapter 26 - The corporate entity. After completing this chapter, students will be able to: Describe the evolution of associative corporativism; explain the nature of a corporation; list the constitutional rights of a corporation; describe the differences among a private, a public, and a quasi-public corporation;...

Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw­Hill/Irwin         Copyright © 2013 by The McGraw­Hill Companies, Inc. All rights reserved Learning Objectives Describe the evolution of associative corporativism Explain the nature of a corporation List the constitutional rights of a corporation Describe the differences among a private, a public, and a quasi-public corporation Distinguish between a close and an S corporation 26­2 Learning Objectives (cont.) List the typical elements within the articles of incorporation Distinguish between the articles of organization and the operating agreement of a limited liability company Distinguish between a de jure and a de facto corporation Identify the objective of piercing the corporate veil 10 Distinguish between common and preferred stock 26­3 The Corporate Entity • The Theory of Corporativism – The Corporate Balancing Act – Balancing Corporate Legal Principles 26­4 The Corporate Entity • The Corporate Balancing Act – The Model Business Corporation Act – State Common Law 26­5 The Corporate Entity • Balancing Corporate Legal Principles – Corporate Limited Liability – Corporate Entity Status – Corporate Constitutional Rights – Corporate Citizenship 26­6 The Corporate Entity • Types of Corporate Entities – Private, Public, and Quasi-Public – Domestic, Foreign, and Alien – Close and S Corporations – Limited Liability Companies 26­7 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 26­8 The Corporate Entity • Promoters – Preformation Contracts – Novation 26­9 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 26­10 The Corporate Entity • Corporate Identity – De Jure and De Facto Corporation – Corporation by Estoppel – Piercing the Corporate Veil 26­11 The Corporate Entity • Corporate Financing – Classes of Corporate Stock – Dividends 26­12 The Corporate Entity • Dividends – Common Stock – Preferred Stock – Stock Valuation 26­13 ... a private, a public, and a quasi-public corporation Distinguish between a close and an S corporation 26? ?2 Learning Objectives (cont.) List the typical elements within the articles of incorporation... Principles 26? ?4 The Corporate Entity • The Corporate Balancing Act – The Model Business Corporation Act – State Common Law 26? ?5 The Corporate Entity • Balancing Corporate Legal Principles – Corporate... Citizenship 26? ?6 The Corporate Entity • Types of Corporate Entities – Private, Public, and Quasi-Public – Domestic, Foreign, and Alien – Close and S Corporations – Limited Liability Companies 26? ?7 The