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Lecture Business law: The ethical, global, and e-commerce environment (15/e): Chapter 42 - Mallor, Barnes, Bowers, Langvardt

Chapter 42 - Organization and financial structure of corporations. After completing this chapter, students will be able to: Appreciate the risk of liability for corporate promoters, understand the process for incorporating a business, know the appropriate sources for financing a business, explain share-transfer restrictions. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 10 History and Nature of Corporations Organization and Financial Structure of Corporations Management of Corporations Shareholders’ Rights and Liabilities Securities Regulation Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals Corporations P A R T Organization and Financial Structure of Corporations P A E T R H C 42 Our business is company creation. Ann Winblad, venture capitalist, quoted in Fortune magazine (Sellen and Daniels, Oct. 1999) Learning Objectives Appreciate the risk of liability for corporate promoters Understand the process for incorporating a business Know the appropriate sources for financing a business Explain share-transfer restrictions Each state has enacted laws detailing how a corporation may be created A promoter of a corporation incorporates the business, organizes initial management team, and raises initial capital A . | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 10 History and Nature of Corporations Organization and Financial Structure of Corporations Management of Corporations Shareholders’ Rights and Liabilities Securities Regulation Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals Corporations P A R T Organization and Financial Structure of Corporations P A E T R H C 42 Our business is company creation. Ann Winblad, venture capitalist, quoted in Fortune magazine (Sellen and Daniels, Oct. 1999) Learning Objectives Appreciate the risk of liability for corporate promoters Understand the process for incorporating a business Know the appropriate sources for financing a business Explain share-transfer restrictions Each state has enacted laws detailing how a corporation may be created A promoter of a corporation incorporates the business, organizes initial management team, and raises initial capital A promoter may be the person who originated the idea for the firm or may be a professional hired to undertake incorporation activities Overview A promoter will be liable for contracts made during the preincorporation period unless the corporation adopts the contracts made by the promoter (adoption) and the third party agrees to substitute the corporation for the promoter (novation) Like agency ratification, may be express or implied Contracts adopted typically: employment and real property lease or purchase Preincorporation Contracts The adoption and novation of preincorporation contracts for employment and commercial lease or purchase contracts is standard operating practice. However, the wise promoter will draft a contract has an automatic novation clause: “the promoter’s liability on this contract shall terminate upon the corporation’s adoption of this contract.” The VERY wise promoter will incorporate the business prior to making any contracts for the corporation. Preincorporation