1. Business Law with UCC Applications,13e The Corporate Entity Chapter 26 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.

2. 26-2 Learning Objectives 1.Describe the evolution of associative corporativism. 2.Explain the nature of a corporation. 3.List the constitutional rights of a corporation. 4.Describe the differences among a private, a public, and a quasi-public corporation. 5.Distinguish between a close and an S corporation.

3. 26-3 Learning Objectives (cont.) 6.List the typical elements within the articles of incorporation. 7.Distinguish between the articles of organization and the operating agreement of a limited liability company. 8.Distinguish between a de jure and a de facto corporation. 9.Identify the objective of piercing the corporate veil. 10.Distinguish between common and preferred stock.

4. 26-4 The Corporate Entity The Theory of Corporativism –The Corporate Balancing Act –Balancing Corporate Legal Principles

5. 26-5 The Corporate Entity The Corporate Balancing Act –The Model Business Corporation Act –State Common Law

6. 26-6 The Corporate Entity Balancing Corporate Legal Principles –Corporate Limited Liability –Corporate Entity Status –Corporate Constitutional Rights –Corporate Citizenship

7. 26-7 The Corporate Entity Types of Corporate Entities –Private, Public, and Quasi-Public –Domestic, Foreign, and Alien –Close and S Corporations –Limited Liability Companies

8. 26-8 The Corporate Entity Corporate Formation –Promoters –Articles of Incorporation –The Corporate Name –Approval of Articles –Commencement of the Business –Formation of a Limited Liability Company

9. 26-9 The Corporate Entity Promoters –Preformation Contracts –Novation

10. 26-10 The Corporate Entity Formation of a Limited Liability Company –The Articles of Organization –The Operating Agreement –Oral Modifications of the Operating Agreement –Taxation of an LLC

11. 26-11 The Corporate Entity Corporate Identity –De Jure and De Facto Corporation –Corporation by Estoppel –Piercing the Corporate Veil

12. 26-12 The Corporate Entity Corporate Financing –Classes of Corporate Stock –Dividends

13. 26-13 The Corporate Entity Dividends –Common Stock –Preferred Stock –Stock Valuation