Business Organizations And Corporate Law

by Bevans, Neal R.

• ISBN13: 9781401870836
• ISBN10: 140187083X
• Edition: 1st
• Format: Hardcover
• Copyright: 2006-07-19
• Publisher: Cengage Learning

Summary

Business Organizations and Corporate Law is a book designed to provide reference for the training and practicing paralegal professional in the realm of business organizations. The unique perspective of this text was created specifically with the reader in mind and focuses on being accessible and paralegal centered. There is a strong emphasis on the role of the paralegal in helping to create different business organizations, and the focus is on building a strong foundation on theory followed up with reinforcing practical examples and applications. The text explores the basic concepts of business from sole proprietorships to corporations, and also addresses some of the more mystifying concepts such as shareholder agreements and business judgment rule. There are objectives at the beginning of each chapter to clarify the goal of the chapter, and important terms are bolded and defined upon first use in order to highlight legal terminology. Ethical blocks were created to encourage examination of ethical issues throughout the book, and there are many case excerpts included to lead to a more thorough exploration of business law issues. Not only are the various models of business organizations explored, but also the critical role played by the paralegal and the legal team in creating and maintaining those organizations. This along with a clear balance between theory and application as well as multiple learning tools, makes Business Organizations and Corporate Law the ideal reference.

Table of Contents

Preface	xi
Introduction to Business Organizations	1	(16)
Introduction	1	(2)
The Importance of Business Type	2	(1)
Overview of Business Organizational Models	3	(14)
Sole Proprietorships	3	(1)
Partnerships	3	(1)
Limited Partnerships	4	(1)
Limited Liability Companies	4	(1)
Corporations	5	(12)
Principals and Agents	17	(28)
Introduction	17	(1)
Necessity for an Agency Relationship	17	(1)
The Basics of the Agency Relationship	18	(19)
Components of an Agency Relationship	19	(1)
Creation of an Agency Relationship	19	(4)
Characterization of an Agency Relationship	23	(3)
Liability Issues in Agency Relationships	26	(1)
The Extent of the Agency Relationship	27	(1)
Classification of Agency by the Agent's Authority	27	(5)
Agents Exceeding Their Authority	32	(1)
Agent as a Fiduciary to the Principal	32	(1)
Agent's Duties to the Principal	33	(1)
Agent's Duties to Third Parties	34	(2)
Types of Agents	36	(1)
Types of Principals	37	(1)
Disclosed Principal	37	(1)
Partially Disclosed Principal	37	(1)
Undisclosed Principal	37	(1)
Principal's Duty to Agent	38	(1)
Duty to Compensate the Agent	38	(1)
Duty Not to Unfairly Injure the Agent's Reputation	38	(1)
Duty to Cooperate	38	(1)
Termination of Agency Relationship	38	(7)
By Stated Term	39	(1)
By Implication	39	(1)
By the Passage of a Reasonable Period of Time	39	(1)
By Agreement	39	(1)
By Operation of Law	39	(1)
By Accomplishment of Purpose	40	(5)
Sole Proprietorships	45	(24)
Introduction	45	(1)
Sole Proprietorship	45	(9)
Concerns and Issues for Sole Proprietorships	46	(1)
The Advantages of Sole Proprietorships	47	(2)
The Disadvantages of Sole Proprietorships	49	(5)
Dissolution of a Sole Proprietorship	54	(1)
Regulatory Concerns for Sole Proprietorships	54	(15)
Federal Tax Concerns for the Sole Proprietors	54	(4)
State Requirements	58	(2)
Building Permits, Business Licenses, and Other Concerns	60	(9)
General Partnerships	69	(26)
Introduction	69	(1)
The Nature of a Partnership	70	(1)
The Minimum Requirements of a Partnership	70	(3)
Mutual Assent	70	(1)
Capacity	71	(1)
Consideration	71	(1)
Legality	72	(1)
Business Run for Profit	72	(1)
Advantages of General Partnerships	72	(1)
Disadvantages of General Partnerships	72	(1)
Types of Partnerships	73	(5)
General Partnerships	73	(1)
Limited Partnerships	73	(1)
Partnership Associations	73	(1)
Mining Partnerships	74	(1)
Sub-partnerships	74	(3)
The Nature of a Partner	77	(1)
Laws That Apply to Partnerships	78	(9)
The Uniform Partnership Act	78	(1)
Creation of a Partnership under the UPA	78	(1)
The Partnership Agreement	79	(5)
Transfer of Partnership Property Interests	84	(1)
Involuntary Partnership	85	(1)
Naming of the Partnership	86	(1)
Partnership Liability Concerns	87	(8)
Suing a Partnership	87	(1)
Terminating the Partnership	88	(1)
Dissolving the Partnership	88	(7)
Limited Partnerships	95	(32)
Introduction	95	(1)
Limited Partnerships	96	(5)
Limited Partnerships' Authorization by State Statutes	96	(2)
Uniform Limited Partnership Act	98	(1)
Differences between Limited Partnerships and General Partnerships	99	(1)
Advantages of Limited Partnerships	100	(1)
Creation of a Limited Partnership	101	(5)
The Certificate of Limited Partnership	102	(4)
Limited Partnership Agreements	106	(21)
Construction of the Language in a Limited Partnership Agreement	107	(1)
Elements of a Limited Partnership Agreement	108	(19)
Limited Liability Companies	127	(30)
Introduction	127	(1)
Nature of a Limited Liability Company?	128	(1)
Organization of a Limited Liability Company	128	(6)
Advantages of Limited Liability Companies	129	(5)
Creation of a Limited Liability Company	134	(23)
Limited Liability Companies as Creatures of Statutes	135	(1)
Filing Requirements	135	(3)
Articles of Organization	138	(1)
Operating Agreement	138	(4)
Dissolution of a Limited Liability Company	142	(15)
The Rise of the Corporation	157	(24)
Introduction	157	(3)
Nature of a Corporation	157	(1)
Corporations' Limited Liability	158	(1)
Elements of a Corporation	159	(1)
A Short History of Corporations in the United States	160	(6)
Monopolies	160	(1)
The Sherman Antitrust Act	161	(5)
Public and Private Corporations	166	(15)
Public Corporations	166	(1)
Quasi-Public Corporations	167	(1)
Nonprofit Corporations	168	(3)
Determination of a Corporation's Status	171	(1)
Private Corporations	171	(2)
Professional Corporations	173	(8)
Creating a Corporation	181	(28)
Introduction	181	(5)
Creation of the Corporation	182	(1)
De Facto Corporations	183	(3)
Corporate Purpose	186	(1)
The Role of the State Secretary of State's Office	186	(4)
Name Selection	187	(1)
The Corporate Charter	187	(3)
Articles of Incorporation	190	(8)
Errors or Omissions in the Articles of Incorporation	191	(1)
Filing Issues	191	(2)
Incorporators	193	(4)
Number and Type of Authorized Shares	197	(1)
Registered Office	197	(1)
Registered Agent	198	(1)
The Final Steps in Organizing the Corporation	198	(11)
Organizational Meeting	199	(1)
Corporate Bylaws	199	(1)
Election of Corporate Officers	200	(1)
Approval of Shareholder Agreements	200	(1)
Banking Resolutions	200	(1)
Issuance of Shares	200	(1)
Annual Reports	200	(2)
Corporate ``Seals''	202	(7)
The Participants in the Corporation	209	(26)
Introduction	209	(1)
Shareholders	210	(10)
Nature of a Shareholder	211	(2)
Qualifications for Becoming a Shareholder	213	(1)
Shareholder Rights	214	(3)
Shareholder Meetings	217	(3)
Directors	220	(3)
Duties	221	(1)
Limitations on Directors	222	(1)
Officers	223	(12)
President	224	(1)
Vice President	224	(1)
Treasurer	224	(1)
Secretary	224	(1)
Difference between Officer and Agent	225	(1)
``Insider Trading''	225	(10)
Financing the Corporation	235	(28)
Introduction	235	(1)
Financing of the Corporation	236	(10)
Nature of Shares	236	(1)
Stock	236	(9)
Par Value	245	(1)
Stock Dividends	245	(1)
Share Certificates	246	(1)
Financial Disclosures	246	(3)
Financial Statements	247	(1)
Annual Reports	248	(1)
Sales of Stock	249	(5)
Going Public	249	(1)
Going Private	250	(1)
Securities	250	(3)
Stock Exchanges	253	(1)
Corporate Bonds	254	(9)
Corporate Liability	263	(28)
Introduction	263	(1)
Civil Actions Against Corporate Officers and Directors	264	(2)
Liability of Corporate Officers and Directors	264	(2)
Business Judgment Rule	266	(13)
Ultra Vires Actions	271	(4)
Piercing the Corporate Veil	275	(1)
Shareholder Derivative Actions	276	(1)
Personal Liability of Officer or Director	276	(3)
Corporate Criminal Responsibility	279	(1)
Criminal Penalties against Corporations	279	(1)
Tort Liability and Corporations	279	(12)
Respondeat Superior	280	(11)
Terminating Corporate Existence	291	(34)
Introduction	291	(1)
Perpetual Existence Of Corporations	291	(2)
Dissolving A Corporation	293	(18)
Voluntary Dissolution	294	(8)
Dissolution by Specific Terms in Articles of Incorporation	302	(1)
Administrative Dissolution	302	(7)
Judicial Dissolution	309	(2)
Liquidation of Corporate Assets	311	(4)
Appointment of a Liquidator	312	(1)
Prioritization of Claims	312	(3)
``Winding Up'' Corporate Affairs	315	(10)
The Legal Effect of Dissolution	316	(9)
Appendix A: Uniform Partnership Act	325	(130)
Appendix B: Uniform Limited Partnership Act	455	(60)
Appendix C: Uniform Limited Liability Company Act	515	(78)
Appendix D: Secretaries of State Office Web sites	593	(2)
Glossary	595	(6)
Index	601