19. BE Flashcards
(139 cards)
1
Q
Corporation Formation: Formal Requirements
A
2
Q
Ultra Vires
A
3
Q
Corporation Formation: Optional Requirements
A
4
Q
Corporation Commencement of Legal Existence
A
5
Q
Incorportor/ Promotor Responsibilities in Formation of Corporation
A
6
Q
What must be done after corporation is created?
A
7
Q
Corporation Issuance of Shares
A
8
Q
Share Certificate Requirements
A
9
Q
Exception to Share Certificate Requirement
A
10
Q
Didn’t get share certificate . . . what do you do?
A
file writ of mandamus
11
Q
Corporation Adoption of Bylaws
A
12
Q
What do Bylaws Say?
A
13
Q
Corporation SH Voting
- quorum
- action without meeting
- counting votes
- proxy
A
14
Q
Corporation Exceptions to General Rule for Voting
A
15
Q
Corporation Election of Directors
A
16
Q
Corporation Cumulative Voting
A
17
Q
Corporation Voting Trust
A
18
Q
Corporation Pooling Agreement
A
19
Q
Corporation Unanimous Governance Agreement
A
20
Q
Corporations Annual Reports
A
21
Q
Corporations Shareholders’ Duty
A
- powers
- annual meeting
- special meetings
22
Q
Shareholders’ Rights
A
- right to vote
- right to inspect the corporate books
- right to petition for a special shareholders’ meeting
- dissenters’ rights
- preemptive rights
- right to bring a derivative suit
23
Q
Corporations: Annual Meetings
A
24
Q
Corporations: No Annual Meeting Held
A
25
Corporations: Special Meetings
26
Notice Waiver
Shareholders can waive the requirement of notice of annual and special meetings:
- in writing either *before* or *after* the meeting OR
- by merely **showing up** at the meeting and *not objecting to the lack of proper notice*
27
Corporations Directors' Duties
1. duty of care
2. duty of loyalty
- Conflicting Interest Transactions
- Usurpation of Corporate Authority
28
Corporations Directors' Duty of Care
29
Corporations Directors' Duty of Loyalty
30
Director's Conflicting Interest Transaction
31
Qualified Director Approval
32
Usurpation of Corporate Authority
33
Corporations Officers' Duty
34
Corporations: Where Qualified Director Approval is Required
35
Corporations Unqualified Right to Inspect
36
Corporations Qualified Right to Inspect
37
Corporations Preemptive Rights
38
Preemptive Rights Do NOT Apply To:
- shares issued for compensation
- non-cash transactions
- shares without voting rights
- shares issued within 6 months after incorporation
39
Corporations Dissenter's Rights
40
Dissenter's Rights NOTICE Requirements
1. corporation must **give notice of potential dissenters' rights** to SH in meeting notice
2. SH must give **written notice of intent to demand payment**
3. if proposed action approved, corporation must **notify dissenters within 10 days after vote**
4. SH then **demand payment**
5. corporation **must pay fair value that corp. estimates**
41
Corporations Role of Directors
- the main governing body of corporation
- must have at least 1 director (SECRETARY)
- set number can be established in articles or bylaws
- can be compensated or uncompensated
- SHs can be director
TERM
- one year, unless staggered or classified board
- longest term is 3 years
- must be in articles
42
Corporations Removal of Directors
43
Corporations Vacancy of Directors
44
Corporations Decisions and Meetings
- BOD is a collective body
- individual directors are not mandataries of the corporation
- every director has one vote and majority rules
- no required director meetings
- can split into committees
45
Corporations Prohibitions on Delegations to Committee
46
Corporations Conducting BOD Meetings
47
Corporations Fundamental Transactions
48
When Corporations MUST Indemnify
requires a corporation to indemnify directors, officers, employees, and agents of the corporation who are successful on the merits or otherwise in the defense of an analogous action
49
When Corporations MAY Indemnify
50
Who Decides Indemnification in Corporations?
51
Corporation Personal Liability of Shareholder
52
Corporations Piercing the Veil
53
Single Business Enterprise
54
Corporation Personal Liability of Directors
55
Derivative Suit Requirements
56
Corporation Promoter Activity
EXCEPTION: immovable prop acquisition:
Retroactive vesting of title in LLC cannot prejudice rights of 3P
57
Exception: When Corporations ARE Liable for Promoter Activity
EXCEPTION:
CORP liable for agreements when:
(1) **ratify** the agreement, explicitly or implicitly
(2) **de facto corporation** doctrine - GF attempt to incorporate and only exercise corporate authority, will hold corporation liable for the acts
(3) **corporation by estoppel** - 3P relied on corporation's name and assets, and not the promoter's
- PROMOTER STILL LIABLE TOO
58
Resignation and Removal of Corporate Officers
59
Individual Director Mandatary Authority
60
Corporation Role of Officers
61
Corporations Distributions
62
Corporations When you CANNOT Make Distributions
63
Corporations Unlawful Distributions
SH and BOD liable to return the excess of the payment
- director liability = only if voted in favor of distribution, will be protected if they relied on accountant records in GF
- director held liable for whole amount may seek contribution from other at fault directors AND indemnification from each SH that knowingly accepted improper distribution
64
Corporation Assignment of Interest
65
Corporation Withdrawal
66
Shareholder Oppression
SH may withdraw and require corporation to buy all SH's shares at fair value
67
Voluntary Dissolution of Corporation
- must be a **majority vote** of the shareholder votes entitled to be cast **at a special meeting called for the purpose of voting on the proposed dissolution**
- If a majority of the voting power vote in favor of dissolution, the corporation can THEN be voluntarily dissolved simply by **filing the papers for dissolution** with the Secretary of State and, after the appropriate liquidation procedures are followed, the corporation will cease to exist.
68
Voluntary Dissolution of Corporation: Known Creditors
69
Voluntary Dissolution of Corporation: Unknown Creditors
70
Administrative Termination of Corporation
71
Judicial Dissolution of Corporation
72
Corporation Articles of Termination
73
LLC Formation Requirements
1. Articles of Organization
2. Initial Report
3. Affidavit of Acceptance by Registered Agent
74
LLC Articles of Organization Requirements
75
LLC Articles of Organization Optional Elements
76
LLC Initial Report Requirements
77
LLC Optional Formation Documents
78
LLC Contributions
79
LLC Voting
*NO relationship to capital contributions unless designated in organizing docs*
default 1 vote per member,
**MAJORITY** default (can change in organizing docs)
**PLURALITY** required for appointment of manager
**UNANIMITY** required for:
(1) admit assignee of LLC membership interest
(2) compromise memb's failure to make agreed contribution
80
LLC When Member Approval Required
81
LLC Proxy Voting
82
LLC Annual Reports
83
LLC Duties of Managers and Members
84
LLC Breach of Managers' Duties
85
LLC Members' Rights
86
LLC Member-Managed
87
LLC Manager-Managed
88
LLC Indemnification
89
LLC Liability Shield
90
Exculpatory Provision (LLC)
91
LLC Piercing the Veil
92
LLC Promoter Activity
93
LLC Equal Sharing and Distributions
94
LLC When you CANNOT make Distributions
95
LLC Unlawful Distributions
96
LLC Assignment of Interests
97
LLC Withdrawal
98
Member Withdrawal: Term
99
Member Withdrawal: NO Term
100
LLC Effect of Withdrawal
101
LLC Dissolution
102
Voluntary Dissolution of LLC
103
Judicial Dissolution of LLC
104
LLC Dissolution by Agreement
105
LLC Dissolution Process
106
Order of Creditors for LLC
107
Foreign LLCs
108
Partnership Formation
109
Exception for Partnership Formation
110
Partnership Contribution
111
RLLP Contribution
112
Partnership Voting
113
Partnership in Commendam Voting
114
RLLP Voting
115
Duties of Partnership / RLLP
116
Rights of Partners (PS/ PIC/ RLLP)
- right to **inform themselves of PS matters** and to **inspect records/ books**
- *PS agreement cannot limit this right and any provision as such is null*
- cannot **unduly interfere with business** or **prevent other partners from inspecting books**
117
RLLP Management
118
Indemnification of Partners (PS/ PIC/ RLLP)
119
Partnership Liability
120
RLLP Liability
121
Partnership in Commendam Liability
122
Mandatary Authority for Partners and Partners in Commendam
123
Distributions for Partners (PS/ PIC/ RLLP)
124
Assignment of Rights (PS/ PIC/ RLLP)
125
Individual Voluntary Partner Exit (PS/ PIC/ RLLP)
126
Individual Voluntary Partner Exit (PS/ PIC/ RLLP):
Withdrawal when NO TERM
127
Individual Voluntary Partner Exit (PS/ PIC/ RLLP):
Withdrawal when TERM
128
Individual Involuntary Partner Exit (PS/ PIC/ RLLP)
129
Effect of Partner Withdrawal (PS/ PIC/ RLLP)
130
Termination of Partnership (PS/ PIC/ RLLP)
131
Process of Termination of Partnership (PS/ PIC/ RLLP)
132
Creditor Hierarchy of Partnership (PS/ PIC/ RLLP)
133
Formation of RLLP
134
Articles of Conversion Requirements (RLLP)
135
RLLP Liability
136
Mandate Authority of Partnership in Commendam
137
Partnership in Commendam Formation
138
Contributions for Partnership in Commendam
139
Permitted Activities of LP in Partnership in Commendam
