What is meant by a corporation having a separate legal identity?

Explain how the liability of a shareholder is limited.

Explain under what circumstances a court will "lift the corporate veil."

Why are the principles of agency law relevant to corporations?

Explain how a personal guarantee reduces the limited liability of the principals of a closely held corporation.

Explain the advantages of free transferability of shares and how and why this right is often modified by shareholder agreement.

Set out and explain some of the disadvantages associated with the corporate method of carrying on business.

Distinguish among companies and corporations that have been created by special acts of Parliament, by royal charter, by registration, by letters patent, and by filing articles of incorporation.

Explain the significance of the memorandum of association in a registration jurisdiction. Contrast it with articles of incorporation and articles of association.

What is a "society" and how does it compare to a corporation?

What is the capacity of most corporations? What is the exception to this rule?

Explain why the concept of a par-value share is misleading and why the use of such shares has declined.

What is meant by a "preferred" share? Contrast this with the "common" share. Explain why the term "preferred shares" is misleading.

Does a shareholder, whether preferred or common, have a right to a dividend? Explain.

What is the significant difference between a bondholder and a preferred shareholder, both of whom are entitled to a specified payment each year?

Distinguish between closely held and broadly held corporations and explain the differences in terms of the provisions in place in your jurisdiction.

Set out the nature of the duties owed by a director of a corporation. To whom are these duties owed? Who else in the corporate organization owes similar duties?

Explain why it is becoming increasingly difficult to get prominent individuals to serve as directors of Canadian corporations.

Who is usually responsible for running the affairs of the corporation?

How can a promoter avoid personal liability for pre-incorporation contracts?

Explain any duties shareholders assume. Summarize the rights of the shareholders in relationship to other shareholders, the management, and the directors of the corporation.

Explain what is meant by a "proxy" and why proxies can be so important at a corporation's annual general meeting.

Distinguish among a derivative action, dissent, and oppression. Explain when it would be appropriate to use each of them.

Explain the purpose of a shareholders' agreement and why it is important.

How can a corporation be terminated?