2 pages/≈550 words
LAW 5 CASE STUDY and Questions (Case Study Sample)
Question 1. What is the significance of the following items as they relate to a company's arti¬cles of incor-poration: (1) corporate name, (2) nature and purpose, (3) duration, (4) capi¬tal struc¬ture, (5) inter¬nal organization, (6) regis¬tered office and agent, and (7) incorpo¬rators? Question 2. What are the primary features of nonprofit, close, S and professional corporations? Case Study One: William Sharp is the sole shareholder and manager of Chickasaw Club, Inc., an S corporation that operated a popular nightclub of the same name in Columbus, Georgia. Sharp maintained a corporate checking account, but paid the club's employees, suppliers, and entertainers in cash out of the club's proceeds. Sharp owned the property on which the club was located and rented it to the club, but made mortgage payments out of the club's proceeds and often paid other personal expenses with Chickasaw corporate funds. At 12:45 A.M. on July 31, 2005, eighteen-year-old Aubrey Lynn Pursley, who was already intoxicated, entered the Chickasaw Club. A city ordinance prohibited individuals under the age of twenty-one from entering nightclubs, but Chickasaw employees did not check Pursley's identification to verify her age. Pursley drank more alcohol at Chickasaw and was visibly intoxicated when she left the club at 3:00 A.M. with a beer in her hand. Shortly afterward, Pursley lost control of her car, struck a tree, and was killed. Joseph Dancause, Pursley's stepfather, filed a tort lawsuit in a Georgia state court against Chickasaw Club, Inc., and William Sharp seeking damages. 1. Under what theory might a court in this case make an exception to the limited liability of shareholders and hold Sharp personally liable for the damages? What factors would be relevant to the court's decision? 2. Suppose that Chickasaw's articles of incorporation failed to describe the corporation's purpose or management structure as required by state law. Would the court be likely to rule that Sharp is personally liable to Dancause on that basis? 3. Suppose that the club extended credit to its regular patrons in an effort to maintain a loyal clientele, although neither the articles of incorporation nor the corporate bylaws authorized this practice. Would the corporation likely have the power to engage in this activity? Explain. 4. How would the court classify the Chickasaw Club corporation—domestic or foreign, public or private? source..
LAW CASE STUDY Name Course Title Institution Name Course Instructor Date Question One The corporate name is significant in an article of corporation for it identifies with an individual. Moreover it ensures that there is no other name similar to the one a company has applied with. This ensures that there are no deceptively similar names. According to Clarkson, et al, (2010) the corporate name should be included with a corporate identifier such as â€˜company` corporation or Inc. The nature and purpose explains what the company is incorporated to do. There are two major types of business purpose parts, general and specific. Thus, it helps in identifying what the business is up to. The duration specified in the article of incorporation helps determine the period under which the company will operate. If it`s for a particular period or forever, it should be included in the article (Clarkson, et al, 2010). The significance of the capital structure is that it depicts how the company will get capital to start it off and the corresponding costs including costs of operation. The internal organization is fundamental for it reflects the company`s organizational structure, the different ranks and departments. Moreover, it depicts how the flow of work will be. The registered agents and offices are significant and mandatory for they are responsible of receiving important legal documents including tax documentation for the company (Clark...
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