国际商法英文案例选编1, Company Law.ppt

Chapter One Company Law Introduction “The limited liability corporation is the greatest single discovery of modern times. Even steam and electricity are less important than the limited liability company.” ----Professor N. M. Butler President of Columbia University Section One Corporate Personality 1. Doctrine of Corporate Personality This artificial person has most of the legal rights of a natural person: it may sue or be sued as though it were a real person, it must pay taxes, it may apply for business licenses in its own name, it may have its own bank account, and it may hire employees, and so forth. 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: Salomon v. Salomon Co., Ltd. [1897] A.C. 22 Case Study Questions: What are the basic facts of Salomon case? Shall Mr. Salomon be personally liable for the debts of the company to third party? What do you think of the judgments of high court, the Court of Appeal and House of Lords? Which judgment do you agree with? Case Study Case 1-1-1: Carte Blanche Pte Ltd v. Diners Club International Inc. Section Two Formation of Corporations 1. Process of Incorporation a) Preparing articles of incorporation (in some American states called the charter or the certificate of incorporation) according to the requirements of local law b) Signing of the articles by one or more incorporators MBCA§ 1.(f)． c) Submitting the signed articles to the concerning government institute for filing MBCA § 2.01 2. Incorporators The person or persons who execute the