Tài liệu Law for the Business Student Lazar Sarna

Law for the Business Student
Lazar Sarna

Introduction 7
1 CORPORATE STRUCTURE 8
1.1 General 8
1.2 Internal corporate structure 9
1.3 Constitutional jurisdiction 10
1.4 Directors defined 10
1.5 Appointment and removal of directors 10
1.6 Management 11
1.7 Shareholders 16
1.8 Employee stock options 22
2 Corporate management 24
2.1 Directors’ and officers’ fiduciary duties 24
2.2 Best interests of the corporation 24
2.3 Directiors’ good faith reliance 25
2.4 Examples 25
3 Corporate responsibilities 29
3.1 Corporate Contracts: Corporate Agents 29
4 The business plan 31
4.1 Introduction 31
4.2 Contents 33
5 Raising funds: Private placements and going public 46
5.1 Rainsing funds 46
5.2 Private placements 50
6 Corporate operations 53
6.1 Entering the marketplace 53
6.2 Management and employees 54
6.3 The problem of wrongful dismissal 56
6.4 Product marketing 56
6.5 Auditors’ professional liability 63
7 Labour matters 65
7.1 Introduction 65
7.2 Confidentiality issues 65
7.3 Term of employment 65
7.4 Pension and retirement issues 66
8 International trade 73
8.1 Introduction 73
8.2 Foreign trade transactions 74
8.3 Domestic use 76
8.4 Autonomy of the credit transaction 77


Introduction
Business is based on at least four (4) factors: capital, labour, materials or services and entrepreneurship. Put another way, starting up and operating a business requires financing, manpower, product and the possibility of making a profit.

The fundamental structures are: the sole proprietor (one man operation), the partnership and the corporation. Corporations are established to avoid the personal liability of the persons operating the corporation and to gain tax advantages such as low corporate tax rates. Variations of these three (3) themes include the joint venture (a mix of partnership and corporation) and the franchise (a mix of corporations, lease, licence and sale).
Legal structures and concepts not only give form to business, but also lay down guidance. This book deals with these structures and concepts in as practical a manner as possible.