国际商法英文案例选编 全套课件.pptx

Chapter One Company Law ;Introduction ;Section One Corporate Personality ;2. “Piercing the Corporate Veil” Factors (1) failure to maintain adequate corporate records and messing up corporate and other funds, (2) grossly improper capitalization, (3) diver-assets, (4) the formation of the corporation to avoid an existing obligation, (5) the formation of the corporation to perpetrate a fraud or conceal illegality, and (6) a determination that injustice and inequitable consequences would result from the corporate entity. ;Case Study;Case Study;Section Two Formation of Corporations ;2. Incorporators The person or persons who execute the articles of the incorporation are called “incorporators.” Traditionally, at least three incorporators were required; but quite a few American states and even China today require only one incorporator. 3. Articles of Incorporation ;4. Ultra Vires Doctrine Whenever a transaction was beyond the corporation’s limited purposes or powers, either party to the contract could cancel it despite of the other party’s full or partial performance. ;5. Pre-incorporation Transactions A corporation is not dependent on a contract made by its promoter for its own interests unless the corporation takes some affirmative action to execute such a contract. The promoter is liable in person for all contracts made on behalf of the corporation before its existence unless the promoter is exempted by the terms of the agreement or by certain circumstances. ;6. De Facto Corporation Doctrine and Corporations by Estoppel The imperfect in incorporation cannot be overlooked thus the association cannot be legally accepted as a de facto corporation. In such a context, there is no corporation. If the involved individuals proceed to run the business in spite of such irregularity, they may be held personally liable as partners for the business’s debts.;Case Study;Case Study;Section Three Corporate Finance ;2. Acquisition of Shares Shares of stock may be obtai