This work focuses on the special problems in the context of drafting the corporate charter and bylaws for American corporations the stocks of which are mainly owned by the members of one family. Although the ownership structure would also allow a partnership organization, there can be good reasons for choosing the corporate structure. Nevertheless, the family owners will want to preserve a partnership-like structure and a maximum amount of ownership influence. However, the three-tiered structure of the corporation (board of directors, officers, and shareholders) and their individual functions are fixed by a "statutory model" that the courts tend to adhere to and that has often been written into positive corporate statutes. / Hence, for each organizational level, this work tries to fathom the permissible deviations from the statutory model in order to maintain and exercise family influence. / Furthermore, the special legal forms provided by the legislators (especially "close corporation status") will be considered. / Because American corporate law is within the province of the state legislators, the work takes a comparative approach. Guided by the criteria of practical applicability and comparative interest, the Model Business Corporation Act as well as the state laws of Delaware, New York, California, and Nevada were selected.
| Identifer | oai:union.ndltd.org:LACETR/oai:collectionscanada.gc.ca:QMM.81229 |
| Date | January 2003 |
| Creators | Rothaermel, Thomas |
| Contributors | Walsh, Catherine (advisor) |
| Publisher | McGill University |
| Source Sets | Library and Archives Canada ETDs Repository / Centre d'archives des thèses électroniques de Bibliothèque et Archives Canada |
| Language | English |
| Detected Language | English |
| Type | Electronic Thesis or Dissertation |
| Format | application/pdf |
| Coverage | Master of Laws (Institute of Comparative Law.) |
| Rights | All items in eScholarship@McGill are protected by copyright with all rights reserved unless otherwise indicated. |
| Relation | alephsysno: 002095161, proquestno: AAIMQ98813, Theses scanned by UMI/ProQuest. |
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