Toán Học Lớp 6

Introduction to Corporations

• A corporation is a legal entity separate from its owners (shareholders).
• It can sue and be sued, own property, and enter contracts.
• Key characteristic is perpetual duration, meaning it exists regardless of changes in ownership.

Corporate Structure

• Corporations have separate legal personality distinct from its owners, allowing for limited liability of shareholders.
• Corporations usually have a board of directors and officers to manage the business.
• Shareholders (owners) elect the board of directors.

Purpose of Corporations

• Efficiency in delegating tasks and managing risk-taking behavior.
• Resource pooling to raise capital and finance operations.
• Predictability in knowing the rules of the game (investment rules, etc) are consistent and won't change.

Governing Documents

• Certificate of Incorporation (Articles of Incorporation): filed with the Secretary of State, containing basic information about the corporation. It takes precedence over bylaws.
• Bylaws: Internal rules for governing how the corporation operates. They are less broadly applied than the certificate of incorporation.

Directors

• Directors are the decision-makers regarding corporate policies and direction, and manage the operations and overall strategy of the corporation.
• Directors have fiduciary duties (loyalty, care, and good faith) to the corporation and shareholders.

Officers

• Officers manage the day-to-day operations of the corporation.
• Officers are agents of the corporation, acting under the authority of the board of directors.

Shareholders

• Shareholders own the corporation through shares.
• Shareholders' rights are typically tied to their percentage of ownership.
• Shareholders may vote on major corporate decisions.

Shareholder Meetings

• Statutory requirements must be fulfilled for a shareholder meeting.
• Can vote in person or through proxy.
• Decisions can be made through voting or written consent.

Liability

• Limited liability protects individual shareholders from personal liability for corporate debts.
• However, there are situations where the corporate veil can be pierced to hold individuals personally liable (e.g., fraud, undercapitalization).

Determining Shares to Issue, Types of Shares and Considerations

• Corporations must have defined classes of shares in the Certificate of Incorporation.
• Specific rights are allocated to each class based on the AOI.
• Shareholder's rights, and responsibilities are outlined in the bylaws.

Formation of Corporations

• Different states have different rules.
• Delaware is often preferred for incorporating, due to advantages.

Corporate Procedure, Including those for Mergers & Acquisions

• Rules for mergers outlined; details about how the transaction must occur.
• Mergers might involve selling all or substantially all assets, which is different from a true merger.
• Other circumstances where a corporate transaction might be challenged.

Initial Issuance of Securities

• Securities Act of 1933 (Federal) requires registrations, unless exempt.
• The role of the SEC, and how it determines whether a transaction is a security.

Business Judgment Rule

• This rule protects directors from liability for business judgements made in good faith.
• BJR is applicable when the business decisions aren't fraudulent, illegal, or grossly negligent.
• Provides some degree of protection for risk-taking.

Duty of Care

• Directors need to act with the care that a reasonably prudent person would in similar circumstances.
• Focuses on the process of how directors make decisions.
• Gross neglect can move the burden of proof.

Duty Of Loyalty

• Directors are obligated to place the company's interests before their own personal interests.
• A clear conflict of interest poses a risk to personal conduct.
• Transactions where a director or officer has potential to benefit from personal business outside of the interests of the corporation.

Fiduciary Duty

• Balancing of interests (self interests and corporate interests)
• Director's obligations to act in good faith and with a certain level of care.

Corporate Opportunity

• Opportunity/business that arises for directors in their role.
• This duty is to act in the best interests of the corporation.

Conflicting Interest Transactions / Affiliate Transactions

• Transactions where a director or officer has a personal interest that conflicts with the corporation's.
• Statutory/common law rules outline when such transactions may be considered valid or void.

Winding Up Corporations

• Legal procedures to dissolve corporations.
• How to deal with creditors and shareholders during this process.
• Dealing with liabilities and debts, as well as assets.

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