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§ 1: The Nature of the Corporation

  • A corporation is a creature of statute, an artificial “person.”

    • Most states follow the Model Business Corporation Act (MBCA) or the RMBCA, that are model corporation laws.

  • The shares (stock) of a corporation are owned by at least one shareholder (stockholder).

  • The corporation substitutes itself for the natural persons in conducting corporate business and incurring liability, but its authority and liability are separate and apart from the shareholders.

  • In certain situations, the corporate “veil” of limited liability can be pierced, holding the shareholders personally liable.

Corporate Personnel

  • Individual shareholders own corporation.

  • Shareholders elect board of directors to manage corporation.

  • Board of directors hires officers to run corporation on a daily basis.

  • Body of shareholders can change constantly without affecting the continued existence of the corporation.

  • Shareholder can sue corporation and be sued by corporation and bring suit for corporation in some instances (derivative action).

Corporate Taxation

  • Corporate profits can either be kept as retained earnings or passed on to the shareholders as dividends.

  • Corporate profits are taxed under federal and state law as a separate “person” from its shareholders.

  • Regular “C” corporations are taxed twice: at the corporate level and at the shareholder level.

Constitutional Rights of Corporations

  • A corporation is an artificial “person” and has constitutional rights to:

    • Equal protection;

    • Access to the courts, can sue and be sued;

    • Right to due process before denial of life, liability or property.

  • A corporation is an artificial “person” and has constitutional rights to:

    • Equal protection;

    • Access to the courts, can sue and be sued;

    • Right to due process before denial of life, liability or property.

Torts and Criminal Acts

  • A corporation is liable for the torts committed by its agents or officers within the course and scope of their employment under the doctrine of respondeat superior.

  • Corporation can be liable for criminal acts, but only fined. Responsible officers may go to prison.

Corporate Sentencing Guidelines

  • Federal Organizational Corporate Sentencing Guidelines provide specific sentencing guidelines for crimes committed by corporate employees (white collar crime).

    • 32 levels of offenses:

      • Culpability score.

      • Credits can be applied.

§ 2: Corporate Powers

  • A corporation may act and enter into contracts as any natural person, except as limited by:

    • U.S. Constitution.

    • State constitutions.

    • State statutes.

    • Its own articles of incorporation.

    • Its own corporate bylaws.

    • Resolutions by its own board.

Express Powers

  • The express powers of a corporation are found in the corporation’s articles of incorporation, the laws of the state of incorporation, and in the state and federal corporations.

  • Corporate by-laws may also grant or limit a corporation’s express powers.

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