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Author: Cynthia W Caruso, JD/ CPA, Endicott College

Title: Corporate/Securities Laws Scavenger Hunt

Subject: Corporate Formation/ Securities Compliance

Activity overview. This activity is designed to illustrate corporate formation issues as well as securities compliance reporting for corporations.  Students examine the Certificate of Incorporation as well as the latest Form 10-K for a publicly traded company, Akamai Technologies, Inc., and identify and discuss relevant information as it relates to corporate and securities laws.

Ingredients. Access to the Internet.

Certificate of Incorporation: https://corporate.findlaw.com/contracts/formation/certificate-of-incorporation-akamai-technologies-inc.html

Form 10-K: https://www.sec.gov/ix?doc=/Archives/edgar/data/1086222/000108622221000075/akam-20201231.htm

Running the activity. I usually assign the review of the filings before the class including prompts as to what they are to identify and prepare for discussion.   This can be modified to what instructor is trying to cover.  Examples:

Certification of Incorporation:

  • What is the legal name of the corporation and its registered address?  Is that the same as its corporate headquarters?
  • What is the purpose of the business?
  • What are the number and types of authorized capital? Rights of each?
  • What are power of Board of Directors and rights?

Form 10-K:

  • What is the filing date of the report you will be using?
  • List the title of each class of security registered and the exchange(s) on which it is registered, list ticker symbol. What are the number of outstanding shares?
  • What is the description of the business?
  • Who are the company’s CEO? CFO? Auditors?
  • Who are the members of the Board?

I usually break the students into groups at beginning of class to discuss their findings based on the prompts, and then have them compare and contrast the legal framework for state corporate law and federal securities laws. I then reconvene the entire class together to discuss main points.

Substitutions: You can assign different companies to different student groups and have them prepare and present on their information.  The assignment can be done in breakout groups during class with a recap/discussion at end.  It can be designed as a hunt and gather exercise or a deeper discussion of corporate law at state level and federal securities framework.

Suggestions.  Points for discussion may include:

  Why so many corporations choose Delaware to incorporate;Number and types of shares of authorized stockBoard of director’s duties and rightsSecurities laws that govern Form 10-K reporting    The stock outstanding, the ticker and exchangeIdentification of the current directors and managementTie to the financial statements and world of accountingCould turn into wider discussion of the corporate path to publicly traded company  

Review or follow-up.  You could show the Akamai example in class and then have them choose their own companies to research or assign another company. Even better assign companies they follow or in current events – i.e. GameStop, Tesla…

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