10: Business organizations: Corporations

There are several consequences that flow from the separate existence of the corporation

Characteristics of corporations and partnerships

Consequences of separate corporate personality

Lifting the corporate veil

In order to incorporate, the following information must be provided:

After the corporation is formed, the governing document, which is filed in the government registry, is referred to

By-laws are the

A corporation may be incorporated

A corporation may also be

A widely held corporation, or public corporation, has no

In a closely held or private corporation, shareholders are

The indoor management rule is an application of the apparent authority principle in the law of agency. A corporation cannot claim

Pre-incorporation contracts made on behalf of a corporation before it came into existence are either

there are three basic groups common to all corporations:

The directors are responsible for

The officers and senior executives of the corporation have a

Directors have various duties to the corporation. First

Directors and officers are liable should they breach their duties. Directors may face

Corporate governance refers to

A share is a chose in action; it is a

If shareholders cannot attend a meeting in order to exercise their voting rights, they may give their voting rights to someone else, called a

In closely held corporations, shareholders may be frozen out

A pre-emptive right guarantees

A derivative action allows the shareholders to bring an action on behalf of and in the name of the corporation to

A derivative action is brought in the name of the corporation. In order to get the court’s permission to bring a derivative action, the shareholders must demonstrate the following:

oppression remedy

a dissent (also referred to as an appraisal remedy)

The courts also have the power to wind up a corporation where it is just and equitable to do so.

Shareholders of closely held corporations may try to obtain the benefits of both a partnership and a corporation by resorting to a