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Guide to Business Entities: Liability, Control, and Legal Structures Study Guide

This guide explains the concept of piercing the corporate veil, a legal remedy that bypasses limited liability. It details the conditions under which courts may pierce the veil, including the 'unity of interest' and 'fraud or injustice' prongs. The guide differentiates between contract and tort creditors and discusses vertical and horizontal piercing in corporate structures. It serves as an educational resource for understanding exceptions to corporate limited liability.

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Overview of Business Entities and Liability

Business Entities Study Guide

An overview of LPs, LLPs, LLCs and corporations regarding personal liability, management, fiduciary duties, economic interests, and dissolution under uniform acts and the Texas Business Organizations Code.

  • Limited partnership (LP)
  • Limited liability partnership (LLP)
  • Limited liability company (LLC)
  • Corporation
  • Personal liability
  • General partner (GP)
  • Limited partner (LP)
  • Fiduciary duties
  • Management and control
  • Economic interest
  • Dissociation and dissolution
  • Veil piercing
  • Charging order
  • Business Organizations Code
  • Uniform acts

Business Entities, Governance, and Liability Protection

Exploring LLCs, Limited Partnerships, and LLPs

An analysis of limited liability companies, limited partnerships, and limited liability partnerships including formation requirements, management structures, and liability protection.

  • Limited Liability Companies
  • Member managed structures
  • Manager managed structures
  • Operating agreements
  • Pass through taxation
  • Limited Partnerships
  • General partner liability
  • Limited partner roles
  • Fiduciary duties evolution
  • Limited Liability Partnerships
  • Malpractice liability protection
  • Professional group formations
  • State filing requirements

Business Entities and Corporate Governance

This material covers business entity terminology, corporate control, fiduciary duties, and the legal frameworks for director liability and shareholder rights.

  • Partnership
  • Limited Liability Partnership (LLP)
  • Limited Liability Company (LLC)
  • Corporation (Corp)
  • Stakeholder Terminology
  • Duty of Care
  • Duty of Loyalty
  • Good Faith Obligation
  • Business Judgment Rule
  • Gross Negligence Standard
  • Conflicted Transactions
  • Intrinsic Fairness Standard
  • Derivative Suits
  • Corporate Governance Framework
  • Piercing the Corporate Veil (PCV)
  • Closely Held Corporation
  • Publicly Traded Corporation

Corporate Purpose and Piercing the Veil

An analysis of corporate purpose, director powers, shareholder primacy, the business judgment rule, and limited liability exceptions.

  • corporate purpose
  • certificate of formation
  • articles of incorporation
  • ultra vires
  • shareholder primacy
  • fiduciary duties
  • business judgment rule
  • limited liability
  • piercing the corporate veil

Piercing the Corporate Veil Analysis

An equitable remedy used to collect on an underlying claim from someone other than the entity by applying a two-prong test.

  • Veil piercing
  • Unity of interest and ownership
  • Fraud or injustice
  • Contract creditor
  • Tort creditor
  • Undercapitalization
  • Commingling of funds or assets
  • Corporate formalities
  • Brother-Sister Corporations
  • Horizontal piercing
  • Vertical piercing
  • Parent-Subsidiary liability
  • Mere instrumentality

LLC Formation, Management, and Dissolution

Business Entities: LLCs and Corporations

A study guide covering the formation, management, liability, fiduciary duties, and dissolution of limited liability companies and corporations.

  • Limited Liability Companies (LLCs)
  • Member-managed vs. Manager-managed structures
  • Operating agreements
  • Liability and veil piercing
  • Fiduciary duties of loyalty and care
  • Economic rights and distributions
  • Direct and derivative suits
  • Dissociation and dissolution
  • Corporations
  • Shareholder rights

Corporate Governance, Liability, and Piercing

Business Entities and Corporate Governance

This study guide examines the characteristics, formation, and governance of corporations, including the roles of shareholders, directors, and officers, as well as fiduciary duties and limited liability.

  • For-profit vs. nonprofit
  • Public vs. private corporations
  • Double taxation
  • Separate entity
  • Perpetual existence
  • Limited liability
  • Centralized management
  • Transferability of ownership interests
  • Articles of incorporation
  • Bylaws
  • Model Business Corporation Act
  • Business Organizations Code
  • Fiduciary duties of care and loyalty
  • Business judgment rule
  • Derivative suits
  • Closely held corporations
  • Public corporations
  • Shareholder primacy
  • Piercing the corporate veil
  • Mergers and acquisitions

Business Entities Piercing and Liability

This study guide examines theories of group liability, piercing the corporate veil, and the distinctions between direct and derivative suits in corporations and LLCs.

  • piercing the corporate veil
  • unity of interest and ownership
  • fraud or injustice
  • vertical piercing
  • horizontal piercing
  • enterprise liability
  • reverse piercing
  • direct suits
  • derivative suits
  • undercapitalization
  • corporate formalities
  • fiduciary duties
  • shareholder primacy

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