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Basic Concepts Outline

Law Outlines > Corporations Outlines

This is an extract of our Basic Concepts document, which we sell as part of our Corporations Outlines collection written by the top tier of Georgetown University Law Center students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Corporations Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Basic Concepts A. Types of Corporations i. For-profit ii. Non-profit iii. Public corporations a) Market for corporate securities iv. Close corporations a) Typically no market for corporate securities B. Corporate Statutes i. No Federal Corporate Statute ii. Model Business Corporations Act (MBCA) iii. Delaware General Corporation Law (DGCL) iv. NOTE: The statutes create the default rules, but there is great flexibility to modify C. Corporate Actors i. Shareholders (a.k.a. stockholders (Del.)) ii. Board of Directors a) "All corporate powers shall be exercised by or under the authority of, and the business affairs of the corporation managed by or under the direction of, the board of directors . . . ." MBCA SS 8.01(b). b) "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of the board of directors . . . ." DGCL SS 141(a). iii. Officers iv. NOTE: This structure embodies the separation of ownership and control D. Organic Documents i. Articles of Incorporation (MBCA)/Certificate of Incorporation (DGCL) a) Cannot conflict with statute under which the corporation is organized ii. Bylaws a) Cannot conflict with the statute or the Articles/Certificate E. Corporate Securities i. Equity Securities a) Common Stock b) Preferred Stock c) Authorized Stock: Articles/Certificate specifies how many shares of the common/preferred the corporation is authorized to issue d) Outstanding Stock: The portion of the authorized stock that has been sold and remains in the hands of the shareholders is the outstanding stock e) Authorized But Unissued Stock: Authorized stock but not outstanding stock (a.k.a. Treasury Shares) ii. Debt Securities a) Bonds b) Debentures c) Notes F. Choice of Law

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