MGMT 108 Lecture Notes - Lecture 14: Fiduciary, Cumulative Voting
Document Summary
Where to incorporate/qualifying to do business in other states: choice of california over other states for incorporation, delaware corporations are very flexible on the structure & operation of corporations/very pro management. Microsoft, disney, coca cola are all incorporated in. Note that the board of directors can be sued directly by the shareholders if they breach fiduciary duties- in. Delaware it is a lot easier to win for the board. Delaware allows you to eliminate the minority representation from the shareholders on the board. Still suggest you incorporate in california because you are still going to have to pay the same federal taxes and ca income taxes. In a small company, you don"t have the risk of the shareholders suing the board since you aren"t going to sue each other. In california, a delaware corporation is seen as a. Delaware to protect you when you go public. Personally liabilities for directors, officers, or agents.
