August 27, 2008

Corporate LawProfessor Ricci

Topics we will cover:

Selection of business form The incorporation process Financial matters Dividends and other distributions Duties and authority of directors, officers and shareholders How meetings are conducted Shareholders suits Insider trading Mergers and acquisitions

Introduction to Business Forms

Un Incorporated Businesses

Incorporated Businesses

Difference between them is the question of liability.

Hypo What advice would you give the guy Is this a partnership? He’s putting in money, he’s got veto power, but he’s also saying he wants

his liability to be 100K. What type of entity in this?

o Was a Partnership created? UPA 6(1) a partnership is an association of two or more

persons to carry on as co owners of a business for profit. UPA 7(3) and 7(4) – no writing required! UPA 15 – all partners are liable jointly and severally for

everything chargeable to the partnership under § 13 and §14.

So yes, a partnership was created.o But I wanted my liability to be limited to 100K.

See ULPA 101(7) – Limited Partnership – must be filed!o Was a Limited Liability Company created?

To form this you need to file something with the secretary of state.

Can’t be a LLC or LP unless you file some form with the state.

o Was a Corporation formed? Something had to have been filed.

The default business form is the Partnership. Why? Because every other form of business needs a filing.

o What is the risk? Unlimited joint and several liability

Chapter 2 Partnerships

In this country, the overwhelming number of business are started as partnerships.

A. The need for a written agreement Exam Q: in order to form a partnership you must have a written

agreement? False When it comes to proving what the parties intended, a written agreement

is essential. It is easy to prove the existence of an agreement Anytime a group on individuals go into business together as partners, they

do it because they are all friends. They tend to dislike each others spouses. What happens when one of them dies.

Sharing of the profits and losses.o The UPA provides a default solution when there is no agreement.

B. Sharing of Profits and Losses

September 3, 2008

Review where we are goingNot spending any time on Law Firm Partnerships – nothing unique to these partnerships under the UPA.Also not spending time on Limited Liability Partnerships – this is a different entity all together from partnerships

Hypo Capital v. Services

September 10, 2008

Meinhard v. Salmon Mr. Salmon was to lease property in NYC and build an office building. Joint Adventurers – partners for a limited term

o They are the same as partners Finest loyalty is the standard

o Fiduciary tieso Duty to render informationo Partner as fiduciary as to profits

o Right to an account What do we mean by partnership property?

September 17, 2008

Last week of Partnerships

September 24, 2008