Please answer it correctly. Please answer the question using business law and business law concept. Please dont copy it.

1. Jin and Kaes restaurant, Kae-Jin Cookin, in Manhattan has become very successful. Jin and Kae approach you about forming a corporation. Kae has had chief responsibility for running the restaurant and Jin has been devoting increasing time to the finances of the business. They would like to raise capital to expand the business by opening a second restaurant/ Cajun-themed gaming resort in the Pocono Mountains of Pennsylvania. Jin and Kae believe that they will need approximately $5,000,000 over the next 18 months to execute their business expansion plan and would be willing to issue securities to third parties as a means of raising the necessary funds. They also tell you that Kaes Aunt Dahlia has been very involved in the planning for the business expansion and that they believe they will need her expertise going forward, especially in the area of building out the restaurant.

Please advise Jin and Kae on the following points:

A. Where to incorporate and why.

B. What information should be contained in the certificate of incorporation.

C. What provisions should be contained in the corporate bylaws.

D. Who should make up the Board of Directors and why.

E. Who should hold what positions in management and why.

F. How Jin and Kae might go about using an offering of corporate securities to raise funds.