1. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-1 Corporations Ch. 41 History and Nature of Corporations Ch. 42 Organization and Financial Structure of Corporations Ch. 43 Management of Corporations Ch. 44 Shareholders’ Rights and Liabilities Ch. 45 Securities Regulation Ch. 46 Legal and Professional Responsibilities of Auditors, Consultants, and Securities Part 10

2. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-2 Chapter Forty-One History and Nature of Corporations 41

3. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-3 History American Corporation Law- Charters American Corporation Law- Charters Regulation- State Regulation- State Incorporation- MBCA Incorporation- MBCA Common Law Common Law Nonprofit- MNCA Nonprofit- MNCA Internal Affairs Internal Affairs

4. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-4 For Profit- General Incorporation Law For Profit- General Incorporation Law Professional Corporations Professional Corporations Publicly Held Publicly Held Close Close S Corporation S Corporation Not For Profit- Members Not For Profit- Members Government Owned Government Owned Classifications

5. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-5 Domestic vs. Foreign Domestic vs. Foreign Due Process Clause Due Process Clause Commerce Clause Commerce Clause Foreign Corp. Suit Foreign Corp. Suit Taxation Taxation Qualifying Qualifying Nonprofits Nonprofits Foreign/Alien Corp.

6. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 41-6 Requirements Requirements Domination Domination Improper Purpose Improper Purpose Defrauding Creditors- Thin Capitalization Defrauding Creditors- Thin Capitalization Circumventing Statute Circumventing Statute Evading Obligation Evading Obligation Piercing Veil