Chapter 18: Corporations: Rights of a corporation: How to incorporate/form? "S"- corp vs. "C"-corp? De jure and de facto incorporation? What is the role, rights and duties of a Board of Directors? What do the "incorporators" do? What do "promoters" do? Rights of the shareholders? Derivative suits? What are the various categories of corporations? What duties do corporate officers perform? How does a corporation get into trouble? How does a corporation dissolve? What is "ultra vires"; what is "piercing the corporate veil?" Who are shareholders, and, what rights/duties do they have? Can a corporation sue and be sued? How does wind-up occur (closing down the corporation)?

A corporation is entitled and authorized by the law as a single entity to do a business and corporation can sue and be sued.

Explanation:

Boards of Directors and Their Duties. Generally, a board of directors is responsible for functions such as approving a corporate strategy, naming the executives of the company, designing executive compensation packages, monitoring the success of company executives, approving major asset purchases, representing the interests of shareholder.

A de jure corporation is a bonafide corporation that has fulfilled all requirements, and granted limited liability protection under the law. It is a corporation that has earned its state charter by fulfilling the requirements for formation and is legally entitled to do business.

A de facto corporation exists when steps are taken to incorporate the enterprise, but the corporation did not comply with every aspect of the applicable statutes.

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