Preview

Corporations: Corporation and Shareholders Powers Shareholders

Powerful Essays
Open Document
Open Document
3559 Words
Grammar
Grammar
Plagiarism
Plagiarism
Writing
Writing
Score
Score
Corporations: Corporation and Shareholders Powers Shareholders
CHAPTER 19 CORPORATIONS

1. – THE NATURE AND CLASSIFICATION OF CORPORATIONS

A corporation is a legal entity created and recognized by state law. It can consist of one or two persons identified under a common name.

CORPORATE PERSONNEL
When an individual purchases a share of stock in a corporation, that person becomes a shareholder and owner of the corporation. Shareholder and corporations are liable.

THE LIMITED LIABILITY OF SHAREHOLDER
One of the key advantages of the corporate forms is the limited liability of its owners. Corporate shareholders normally are not personally liable for the obligations of the corporation beyond the extent of their investments.

CORPORATE TAXATION
Corporate profits are taxed, and do not receives tax deduction for dividends distributed to shareholders. Profits that are not distributed are retained by the corporation. These retained earnings if invested properly, will yield higher corporate profits in the future.

TORTS AND CRIMINAL ACTS
A corporation is liable for the torts committed by its agents or officers within the course and scope of their employment. Corporation may be held liable for criminal acts of its agents and employees, provided the punishment is one that can be applied to the corporation, corporation can be fined.

CORPORATION SENTENCING GUIDELINES
Penalties depend on factors and executives involvement. Corporate lawbreakers can face fines smaller amounting or to hundreds of millions of dollars. When a company has taken substantial steps to prevent, investigate, and punish wrongdoing, such as by establishing and enforcing crime prevention standards, a court may impose less serious penalties. Corporate sentencing guidelines require corporations to train employees on how to comply with relevant laws.

CLASSIFICATION OF CORPORATIONS

Domestic, foreign, and alien corporations * Domestic corporation; by its home state (the state in which it incorporates). * Foreign corporation;

You May Also Find These Documents Helpful

  • Better Essays

    efb201lect7in141

    • 2302 Words
    • 11 Pages

    3.The liability of shareholders for the debts of the business is limited to the issue price of the share. If a sole proprietorship, a partnership or an unlimited company are unable to meet their obligations to creditors, the creditors have a legal right to recover the amount owing by taking possession of the personal assets of the owners. Advantages of a publicly listed company 1. In a deep and liquid share market, large amounts of money can normally be raised through a wide range of investors. 2.…

    • 2302 Words
    • 11 Pages
    Better Essays
  • Good Essays

    Unfortunately, a corporation can be charged and convicted of any number of crimes. If the employees or officers within a corporation violate the law on behalf of the corporation and within the scope of their employment, the corporate entity would be open to criminal charges. Corporations can be convicted of criminal wrongdoing in the same manner individuals are charged and convicted. In addition, individuals within the corporation can be charged as well. Commonly, when a corporation is charged, many of the top officers will be charged along with the corporation as an entity.…

    • 604 Words
    • 3 Pages
    Good Essays
  • Good Essays

    Selected Answer: One advantage of forming a corporation is that equity investors are usually exposed to less liability than in a regular partnership.…

    • 1806 Words
    • 8 Pages
    Good Essays
  • Good Essays

    Bhm443 Mod 4 Case (Tu()

    • 1002 Words
    • 5 Pages

    Corporations, by legal charter, are not a single entity and do not have a central owner; however, this does not keep corporations from being liable for criminal actions or criminal liability. Corporate criminal liability in law determines to what extent a corporation, basically a fictitious entity, can be held liable for acts and omissions of actual people that the corporation employs. In 1909, the U.S. Supreme Court ruled that a corporation “could be held criminally liable for the acts, omissions, or failures of an agent acting within the scope of his employment” (Carrasco & Dupee, 1999). Corporations themselves cannot do actions and so criminal liability falls to the employees of the corporation and two elements comprise criminal violations by corporate employees; intent and the guilty act. Carrasco and Dupee (1999), state, “For a corporation to be liable, the employee committing the illicit act must be acting within the scope of her employment”. This requirement is generally met if the employee has actual or apparent authority to engage in the particular act in question and the corporation can give either direct authority or authority through perceived authority (Carrasco & Dupee, 1999). Under federal law, a corporation is criminally responsible for the actions of any of its employees taken within the scope of their employment for the benefit of the corporation. It makes no difference whether the employees’ conduct violates corporate policy or contravenes explicit instructions not to engage in the conduct (Hasnas, 2006). Under this presumption and law of corporate criminal responsibility “there is nothing a corporation can do to ensure that it is not guilty of a criminal offense. Corporate managers know that no matter how good their firm’s internal controls, they cannot guarantee that there will be no intentional or inadvertent violations of law by its employees” (Hasnas, 2006). If an employee is…

    • 1002 Words
    • 5 Pages
    Good Essays
  • Satisfactory Essays

    Cross 9e TBB Ch07

    • 2373 Words
    • 13 Pages

    Corporate officers and directors may be held criminally liable for the actions of employees under their supervision.…

    • 2373 Words
    • 13 Pages
    Satisfactory Essays
  • Good Essays

    Bus Final exam answer 1

    • 2806 Words
    • 10 Pages

    1. A shareholder in a professional corporation can be liable for malpractice arising from the rendering of professional services. (Points : 2)…

    • 2806 Words
    • 10 Pages
    Good Essays
  • Powerful Essays

    Unit 24

    • 3866 Words
    • 16 Pages

    The Corporate Manslaughter and Corporate Homicide Act 2007 allow companies and organisations to be guilty of these offences where serious managerial failures result in gross breach of a duty of care. This Act created a new offence of corporate manslaughter to apply to companies, government departments, police forces etc. However, before this Act was introduced, a corporation could only be convicted of manslaughter if a single employee of the company committed all the fundamentals of the offence and was considered ‘senior’ enough to be seen as exemplifying the "mind" or ‘brain’ of the corporation. Due to these limitations, convictions were rare and it was felt that corporations had escaped punishment.…

    • 3866 Words
    • 16 Pages
    Powerful Essays
  • Satisfactory Essays

    Corporate Crime – the illegal actions of a corporation or people acting on its behalf.…

    • 618 Words
    • 3 Pages
    Satisfactory Essays
  • Good Essays

    For those shareholders who are not part of the company’s management team are forced to take responsibility for the actions of the company’s executives and employees, this would have a tremendous chilling effect on the stock market as all the investors buying and selling stock on a daily basis. They would suddenly become legally responsible for the actions of the companies in which they had invested, which would simply be an unworkable concept from the perspective of corporate and judicial practicality.…

    • 817 Words
    • 4 Pages
    Good Essays
  • Satisfactory Essays

    Cross 9e TBB Ch18

    • 2204 Words
    • 12 Pages

    A limited liability company is a citizen of every state of which their members are citizens.…

    • 2204 Words
    • 12 Pages
    Satisfactory Essays
  • Better Essays

    1. A shareholder in a professional corporation can be liable for malpractice arising from the rendering of professional services. (Points : 2)…

    • 3681 Words
    • 15 Pages
    Better Essays
  • Good Essays

    The general rule is that shareholders, board of directors, and corporate officers are not liable for the debt of corporation. An exception is allowed, however, when such is to prevent abuse of the privilege of corporate status during which courts sometime pierce the corporate veil to expose shareholders and directors/officers to liability. The factors considered by the courts to determine whether to pierce the corporate veil include; commingling of funds and other assets, unauthorized diversion of corporate funds to use other than the benefit of the corporation and contracting with another with intent to avoid performance by use of a corporate entity as a shield against personal liability.…

    • 400 Words
    • 2 Pages
    Good Essays
  • Good Essays

    The court in Laya v. Erin Homes structured a format for analyzing this liability in applying a two prong test. The first prong (a corporate formalities requirement) ensures corporations follow corporate formalities and a unity of interest. Nineteen factors are used to analyze a corporation. Prong two (fairness requirement), requires a corporation not be grossly undercapitalized or commit wrongdoings. A debt/equity ratio is used to identify capitalization. Both prong 1 and 2 must be violated in order to hold the shareholder liable. A Third prong exists which classifies corporations who possess the ability to run a reasonable credit check. Sophisticated entities assume the risk and are responsible for the…

    • 1516 Words
    • 7 Pages
    Good Essays
  • Satisfactory Essays

    13. Directors of a company can be held personally liable for its actions and those of its officers.…

    • 3558 Words
    • 22 Pages
    Satisfactory Essays
  • Good Essays

    Law -Shareholders Rights

    • 1113 Words
    • 5 Pages

    Majority shareholders own more than half of outstanding shares in the company whilst minority shareholders own less than 50% of the share capital. Majority shareholders are usually also the directors of the company. They in effect control the operations of the company and their actions may be to their benefit. The law therefore, in light of this possibility provides various legal remedies available to the minority shareholder.…

    • 1113 Words
    • 5 Pages
    Good Essays

Related Topics