The Corporate Form

> Structure of a Corporation

> Special Types of Corporations

Pre-Incorporation Activities
> Promoters
> Liability for Promoter’s Activities on Behalf of Corporation

Formation of Corporation
> Requirements to Form a Corporation: Filing of Articles of
Incorporation (Charter)
> Ultra Vires Acts
> Defective (or Non-) Incorporation: Corporate Status & Shareholder
Liability
> Defective Incorporation: De Facto Corporation
> Defective Incorporation: Corporation by Estoppel
> Maintaining Corporate Status: Requirements & Forfeiture
> Forfeiture: Reinstatement & Revival of Charter

Stocks and Stock Transfers

> Stocks
> Stock Issuance
> Stock Transfer Restrictions
> Gov’t Regulation of Interstate Stock Transactions: Rule 10b-5
Prohibition Against Fraud
> Distributions

Stockholders
> Power of Stockholders to Act for Corporation: Voting
> Shareholder Meetings
> Shareholder Voting Eligibility
> Shareholder Voting: Manner of Voting & Approval Requirements
> Shareholder Inspection Rights
> Shareholder Suits Against the Corporation: Direct & Derivative
> Shareholder Suits on Behalf of the Corporation: Shareholder
Derivative Suits
> Shareholder Liability & Piercing the Corporate Veil (Liability to
Corporation & Third Parties)

[> Voting Power: Election of Directors (See BoD-Election &

Composition, Terms & Removal)]
[> Voting Power: Fundamental Corporate Changes (See
Fundamental Corporate Changes)]
[> Dissenting Stockholder’s Right of Appraisal (See Fundamental
Corporate Changes)]

Board of Directors
> Election & Composition
> Terms & Removal
> Power of the Board to Act for Corporation: Meetings (+ Informal
 Action, Action by Committee, general power to sue on Behalf of the
Corporation)
> Director Liability and Dissent
> Director Liability to Third Parties (Agency Law?)
> Director Liability to Corporation: Duty of Care & Business
Judgment Rule
> Director Liability to Corporation: Duty of Loyalty – Interested
Director Transactions
> Director Liability to Corporation: Duty of Loyalty – Corporate
Opportunity Doctrine
> Director Liability & Indemnification

Officers
> Election, Composition, Terms, & Removal
> Authority of Officers to Act (Charter, Bylaws, Board Resolutions,
Agency Law)
> Officer Liability to Corporation: Common Law Duty of Care
(Agency Law) & Duty of Loyalty
> Officer Liability to Third Parties (Agency Law?)
> Officer Liability & Indemnification: Same As Board of Directors

Fundamental Corporate Changes

> Charter Amendment
> Merger & Consolidation
> Asset Transfer (Transfer of Substantially All Corporate Assets)
> Share Exchange (Agreement to Exchange All of Corporation’s
Stock)
> Voluntary Dissolution (See Dissolution)
> Approval Required: Board Resolution, Shareholder Approval, &
SDAT Filing (+ Exceptions)
> Shareholder Right to Oppose Fund. Changes: Dissenting
Stockholder’s Right of Appraisal

Dissolution
> Voluntary Dissolution (Board Resolution, Shareholder Approval, &
SDAT Filing)
> Involuntary Dissolution (Shareholder Petition or Creditor Petition)

Summary of Causes of Action Against Corporate Actors (& Who Can Sue)
> Corporation
> Directors (individually)
> Officers
> Shareholders