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CORPORATION - Coggle Diagram
CORPORATION
FORMATION
BYLAWS TO REGULATE PROCEDURE (NOT OUTCOME)
PURPOSE: SHAREHOLDER MAXIMIZATION
LIMITED LIABILITY (EXCEPT FOR TORTFEASORS)
OBSERVE FORMALITIES
SEPARATION OF FUNDING & CONTROL
ARTICLES
AUTHORIZED SHARES
REGISTERED AGENT
INCORPORATORS
NAME
AMENDING
DIRECTORS -->
SHAREHOLDERS -->
FILED WITH STATE
BUSINESS JUDGMENT RULE
INFORMED
BEST INTEREST OF THE CORP
PRESUMPTION OF GOOD FAITH
ABSENT FRAUD, ILLEGALITY, CONFLICT OF INTEREST
BOARD EXERCISE OF DISCRETION
STANDARD OF REVIEW GROSS NEGLIGENCE
FRAUD
DEF. KNOWLEDGE/RECKLESS
RELIANCE INTENDED
IT WAS FALSE
PLF ACTUALLY RELIED
REPRESENTATION MADE
PLF SUFFERED HARM
PIERCING THE VEIL
MUST BE MORE THAN UNDERCAPITALIZATION
CORRECT INEQUITY
2 OR MORE PROXIES FOR FRAUD
OHIO = LEGAL WRONG
USE AS ALTER EGO (CONTROL)
MULTI-FORUM
EXTERNAL AFFAIRS = STATE OF INJURY
FEDERAL JURISDICTION
INTERNAL AFFAIRS = STATE OF INCORP.
ALTERNATE FORUM MUST BE IN WRITING
ENTERPRISE LIABILITY
HARM CAUSED
PIERCE THE ENTERPRISE TO GET TO PARENT CORP
MULTIPLE CORPS UNDER UMBRELLA
ENTIRE FAIRNESS
DISCLOSURE & APPROVAL OF DIRECTORS
DISCLOSURE & APPROVAL OF SHAREHOLDERS
TIMING & STRUCTURE OF TRANSACTION
FORMS
B CORP = BENEFIT
S CORP = SINGLE TAX