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Part 1Compliance risk

Part I – Compliance Risk Assessment – Skills Assignment 

Start Assignment

·
Due Sunday by 11:59pm

 

·
Points 120

 

·
Submitting a file upload

 

·
File Types doc, docx, and pdf

The Incorporation Process – Certificate of Incorporation, Bylaws, Capitalization, and Good Standing

Fact Pattern

You and two friends have developed an new B2B (business-to-business) platform to help farmers in Delaware, California, and New Jersey transport their goods to restaurants operating in the farm-to-table space.  Your business is a sort of Uber for Delaware chicken, California asparagus, and New Jersey blueberries.

You and your two friends want to form a corporation to run your new business.  You are considering incorporating either in Delaware, California, or New Jersey.  You and your two friends review the relevant statutory provisions for incorporation:

·

Delaware

·

California

·

New Jersey

In preparation, please review the certificates (articles) of incorporation of three prominent public companies incorporated in those states:

·

Amazon.com, Inc. (Delaware)

·

Apple Inc. (California)

·

Exxon Mobil Corporation (New Jersey)

Questions

· You will turn in two documents.

· The first document will be the draft of the certificate (articles) of incorporation for your new corporation.

· In the second document (the “Second Document”), you will answer

· Questions 1 – 5 set forth in Part I – Certificate (Articles) of Incorporation.

· The questions in sections 1 and 2 of Part II – Due Diligence – Capitalization, Institutional Shareholders, and Good Standing.

Part I – Certificate (Articles) of Incorporation

Please draft the certificate (articles) of incorporations for the corporation that you are forming.  In doing so, please keep in mind the following: 

· Begin by choosing Delaware, California, or New Jersey as the state of incorporation for your corporation. 

· In the Second Document, please answer Part I – Question 1: Why did you choose that state?

· You will need to choose a name.  

· In the Second Document, please answer: 

· Part I – Question 2: Why did you choose that name?

· Part I – Question 3: What is the statutory rationale for the last word or abbreviation added to the corporate names of Amazon.com, Apple, and Exxon Mobil?

· You will be the sole incorporator of the corporation – you can use a made-up address in the state in which you are incorporating.

· You will locate your corporation’s registered office in the state capital of the state that you choose to incorporate in.  You can use a made-up address for the registered office.

· You will use 

Corporation Service CompanyLinks to an external site.
 as the agent for service of process.

· You will need to state the purpose of the corporation – make sure that you read the incorporation statute carefully regarding this issue and that you choose as general a purpose as allowed by the statute.

· You and your two friends will purchase common stock by making the following capital contributions:

· You will invest $200,000

· Friend 1 will invest $100,000 in cash plus a patent with a fair market value of $100,000.

· Friend 2 will invest $100,000 in cash plus a fleet of refrigerated trucks with a fair market value of $500,000

· Capital stock:

· You will authorize 100,000 share of common stock (common shares) with no par value. 

· You will issue (i.e., sell) all 100,000 shares for the corporation’s initial capitalization.

· You will divide the equity of the corporation based on your capital contributions that you are each making.

· In the Second Document, please answer:

· Part I – Question 4: How many shares will you each get for your capital contributions?  

· Part I – Question 5: How – if at all – will you deal with the potential uncertainties regarding the fair market value of the patent contributed by Friend 1 and the fleet of refrigerated trucks contributed by Friend 2?  

Part II – Due Diligence – Capitalization, Institutional Shareholders, and Good Standing

1. Information About the Shares of Amazon.com, Inc., Apple Inc., and Exxon Mobile Corporation

· Please review the certificate (articles) of incorporation of 

Amazon.com, Inc.

, 

Apple Inc.,
 and 

Exxon Mobil Corporation
.

· For each company, please state

· The number of 
authorized shares of 
common stock (shares).

· The 
name of any 
other classes of stock (shares) authorized and the 
number of shares authorized for each of those other classes. 

· Please review the following Nasdaq pages for 

Amazon.com, IncLinks to an external site.
, 

Apple Inc.,Links to an external site.
 and 

Exxon Mobil CorporationLinks to an external site.
, and state the following 
for each of the corporations:

· The date on which you reviewed the Nasdaq pages

· The number of total shares outstanding

· The capitalization or total value of those outstanding shares

· The percentage of the aggregate outstanding shares owned by institutional owners. 

· For each of the 3 corporations, please list:

· The top 5 institutional owners/holders

· The number outstanding shares that they each owns and

· The total value of the ownership stakes

2. Corporate Status Apple Inc. 

· When you enter into a material contract with a corporation, you will engage in due diligence.  An important part of the due diligence process is determining whether the corporation:

· Is an active corporation in its state of incorporation and

· It is in “good standing.”  

· With this in mind, please go to the 

California’s Secretary of State Business SearchLinks to an external site.
 page to determine whether Apple Inc. is (as of the date of your search) an active corporation in good standing in the State of California. 

· State the date in which you did the search.  State the exact time (including time zone) in which you did your search.  Why would the exact time matter?

· Provide the following information about Apple Inc.:

· Its status as of the date/time you searched

· Its initial filing date

· The entity type

· Its principal address and mailing address (if different)

· The name and address of the Agent (for service of process).  

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