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Business Structures, Epstein Outline

In:

Submitted By jannereisch
Words 11109
Pages 45
Why Does Someone Own A Business?
• View of Authors. Epstein believes that people start businesses to make money. Roberts and Shepherd believe that this is basically correct, but that businesses are organized to "create value." Shepherd also believes that businesses can be started to help people.
• Other Experts. Other experts such as Milton Friedman look at corporations solely as a way to maximize profits and shareholder value.

Principal and Agent
• Principal. "'Principal' is a word used to describe a person who has authorized another to act on his account and subject to his control."
• Agent. "'Agent' is a word used to describe a person authorized by another to act on his account and under his contro1.
• Source: Restatement of Agency. Section 1. comments c and d.

A.P. Smith Mfg. Co. v. Barlow
• The board of directors voted to contribute $1,500 to Princeton University on the recommendation of the corporation's president. Hugh O'Brien. Some shareholders objected.
• The corporation brought suit against the board of directors.
Note: Barlow was on the board. • The court sustained the validity of the gift by the corporation. The court also found that the gift "was a lawful exercise of the corporation's implied and incidental powers under the common law principles and that it came within the express authority of the pertinent state legislation."
• The case stands for the proposition that corporations have the legal authority to make charitable contributions.
• Today, MBCA,Section 302(13) allows corporations to make donations for the public welfare or for charitable, scientific or educational purposes.
• State laws generally allow corporations to make charitable gifts,
• Political contributions are regulated differently and more vigorously. Why do you think that is so?

Why is A.P. Smith in the Book?
• To show that corporations are separate entities.

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