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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.
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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.
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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.
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26-4 The Corporate Entity The Theory of Corporativism –The Corporate Balancing Act –Balancing Corporate Legal Principles
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26-5 The Corporate Entity The Corporate Balancing Act –The Model Business Corporation Act –State Common Law
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26-6 The Corporate Entity Balancing Corporate Legal Principles –Corporate Limited Liability –Corporate Entity Status –Corporate Constitutional Rights –Corporate Citizenship
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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
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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
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26-9 The Corporate Entity Promoters –Preformation Contracts –Novation
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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
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26-11 The Corporate Entity Corporate Identity –De Jure and De Facto Corporation –Corporation by Estoppel –Piercing the Corporate Veil
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26-12 The Corporate Entity Corporate Financing –Classes of Corporate Stock –Dividends
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26-13 The Corporate Entity Dividends –Common Stock –Preferred Stock –Stock Valuation
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