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22 Okla. City U. L. Rev. 935 (1997)
Corporate Puzzles: Being a True and Complete Explanation of De Facto Corporations by Estoppel, Their Historical Development, Attempted Abolition, and Eventual Rehabilitation

handle is hein.journals/okcu22 and id is 945 raw text is: CORPORATE PUZZLES: BEING A TRUE AND COMPLETE EXPLANATION OF DE FACTO CORPORATIONS AND CORPORATIONS BY ESTOPPEL, THEIR HISTORICAL DEVELOPMENT, ATTEMPTED ABOLITION, AND EVENTUAL REHABILITATION NoRwoOD P. BEVERIDGE* This Article introduces the reader to the difficulties organizers of corporations face - and explains the his- torical development of de facto corporations and cor- porations by estoppel. The author reviews over one hundred and fifty years of jurisprudence that has blurred the differences between de facto corporations and corporations by estoppel and reminds the reader of the attempts by the American Bar Association Com- mittee on Corporate Laws to limit or abolish the con- cept of de facto corporations. The Article concludes with the proposition that the 1984 Model Business Corporation Act has essentially restored these doc- trines to their pre-1950 condition and suggests that ultimately it is the reasonable commercial expectations of the parties that should guide the courts in defective incorporation cases. * Professor of Law, Oklahoma City University; A.B., LL.B., Harvard University; LL.M., New York University. Professor Beveridge is a former member of the American Bar Association Committee on Corporate Law Depart- ments and chief legal officer of a New York Stock Exchange listed manufactur- ing corporation. This Article was made possible by a research grant from the Kerr Foundation at Oklahoma City University. The author gratefully acknowl- edges the research assistance of Victoria L. Allen, Esq. and the helpful criticism of his colleagues on the faculty of Oklahoma City University School of Law. 935

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