Question
Add the following details to the original facts: You have chosen to structure your venture as a corporation and are now deciding on the share
Add the following details to the original facts: You have chosen to structure your venture as a corporation and are now deciding on the share structure you will use. You know that it is possible to change it later, but it is much simpler to structure it according to your needs from the beginning. Your dad, mum and four friends - Chris, Nima, Monica and Sanjiv - have all asked to buy shares in your corporation. However, they all have different amounts that they can invest and different levels of interest in participating in the corporation. You appreciate their loyalty but want to make sure that you maintain control of the corporation. You also realize that you may need more investors than just your close friends and family. a. Describe the issues that you will need to consider when formulating your share structure. Consider how the shares will be sold as well as how many classes of shares you will create. What rights will attach to each class of shares? (5 marks)
b. If you only issued one class of shares, identify three rights that each shareholder will have. (3 marks)
c. The shareholders have elected you to be the sole director of the corporation, and you have appointed an officer to help you carry out your obligations. What are the two overriding duties owed by directors and officers of a corporation? Describe each of these duties. (4 marks)
d. Chris, one of your shareholders, has become very dissatisfied with the management of the corporation and its performance. What four options/remedies are available to him? Of these options, which is the most likely method of success for Chris? (5 marks)
e. Describe three ways in which your corporation can be terminated. (3 marks)
f. What are five ways a director can attract personal liability through statute? Describe the nature of the sanctions or penalties that he or she may face in each case. (5 marks)
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