Chapter 18 – Corporations

Section 1 - The Nature and Classification of Corporations

1. Describe a corporation, identifying corporate personnel and explaining corporate taxation

2. Describe classifications of corporations, including domestic, foreign and alien, public versus private, nonprofit, close and professional

    a. Explain close corporation management and restrictions on transfer of corporate shares

    b. Apply the rules regarding S corporations

    c. Identify the liability differences between regular corporations and professional corporations

Section 2 - Corporate Formation

3. Explain the incorporation procedures, including the role of articles of incorporation, the bylaws, and corporate powers

Section 3 - Piercing the Corporate Veil

4. Explain shareholder liability for a corporation’s debts

    a. Apply the rules regarding piercing the corporate veil, as in the case In re Aqua Clear Technologies, Inc.

Section 4 - Directors, Officers, and Shareholders

5. Describe the various roles and duties of directors, officers, and shareholders

    a. Regarding the directors, explain elections, rights of directors, management responsibilities, and fiduciary duties

    b. Apply the business judgment rule; explain Shlensky v. Wrigley (found on my website)

    c. Regarding shareholders, explain meetings, voting, preemptive rights, and dividends

Section 5 - Major Business Forms Compared

6. Compare the major business forms using the chart found on my website