Business Associations: Introduction

Types of Business Entities

Sole Proprietorships: Simplest form, owned by one person, personally liable for business debts.

Partnerships: General partnerships (GP), limited partnerships (LP), and limited liability partnerships (LLP); differences in liability and management.

Corporations: Distinction between public and private, S-corp, and C-corp; concept of legal personality, liability, and shareholder rights.

Limited Liability Companies (LLC): Combines pass-through taxation of a partnership with the limited liability of a corporation.

Formation and Structure

Discuss the legal requirements for forming each type of business entity, including necessary documentation (e.g., articles of incorporation for corporations, partnership agreements for partnerships).

Explain the concept of "piercing the corporate veil" and when it might apply.

The role of bylaws and operating agreements in defining the structure and governance of business entities.

Management and Control

Contrast the management structures in different types of business entities: board of directors in corporations, partners in partnerships, members/managers in LLCs.

Discuss the role of shareholders, members, and partners in governance and decision-making.

Highlight the importance of shareholder meetings, proxy voting, and corporate resolutions.

Fiduciary Duties

Define fiduciary duties, including the duty of care and the duty of loyalty, as they apply to directors, officers, and controlling shareholders.

Explore common breaches of fiduciary duties and the consequences.

Case studies highlighting landmark decisions in fiduciary duty law.

Dissolution and Liquidation

Outline the process for dissolving each type of business entity, including voluntary dissolution and involuntary dissolution through judicial decree.

Discuss the priority of claims and distribution of assets upon dissolution.

The role of state law in governing dissolution and winding up procedures.