- What differentiates the public corporation from the private corporation? How does the not-for-profit corporation differ in purpose and structure from the for-profit? What is the primary characteristic of the closely held corporation?
- What is an Ultra Vires act within the context of corporate action?What remedies, if any, are available to innocent shareholders who played no role in the Ultra Vires act?What liabilities, if any, exist for a corporation or an individual actor that commits the Ultra Vires act?
- What is the extent of the liabilities of partners in a general partnership?How does the limited partnership differ from the general partnership?What actions, if any, should the partnership take during any “winding up” period?
- How are sole proprietorships taxed?How are partnerships taxed, and is there any difference between taxing the general vs. limited partnership?How is a corporation taxed, and what does “double taxation” mean with regard to the corporation?
- What is the greatest advantage to business owners of a corporation vs. other business entities?Which business entities require permission from the state to become created?What is the basic governing document of the modern corporation?
- What is the distinction between corporate articles of incorporation and corporate bylaws? Are the bylaws public record as are the articles of incorporation? Must the corporation adopt a seal in either the articles or the bylaws?
In corporate financing, what are the three primary types of debt instruments used?How does a debenture differ from a bond?How does the bond differ from the note in corporate debt structures?
The English Common Law allows for three primary forms of business entities: The sole proprietorship, the general partnership, and the corporation (although there are many variations of each type). Each type of business has a very distinct set of advantages and disadvantages. If you were a business owner today, which form of business would you prefer to own and why? As an employee, which type of business would you prefer to work for and why? Please explain in detail with your specific reasons.
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