Jin and Kae have been operating a restaurant on Est 68^th Street in Manhattan, named "Kae-Jin Cookin'" for over eighteen months. Jin and Kae have operated the restaurant as a general partnership in which they are the only two partners.The restaurant has become highly successful.

Jin and Kae approach you about forming a corporation.Kae has had chief responsibility for running the restaurant on a day-to-day basis. Jin has been devoting most of his time to time to the finances of the business.They would now like to expand the business by opening a second restaurant/Cajun-themed gaming resort in the Pocono Mountains of Pennsylvania.Jin and Kae believe that they will need approximately $5,000,000 over the next twelve months to execute their business expansion plan and would be willing to issue securities to third party investors as a means of raising the necessary funds.They also tell you that Jin's aunt, Agatha Wooster, a retired construction industry executive, has been very involved in the planning for the business expansion and that they believe they will need her expertise going forward, especially in the area of construction.

Please prepare a memorandum advising Jin and Kae on the following points:

A.Where to incorporate and why.

B.What provisions should be contained in the corporate bylaws.

C.Who should make up the Board of Directors and why?

D.Who should hold what positions in management and why?

E.What type of shares should be distributed, to whom, and how many to each person?

F.How Jin and Kae might go about using an offering of corporate securities to raise funds.