Corporations Flashcards
Business Judgment Rule
Director’s decision may not be challenged if the director acted in good faith, with the cate of a ordinarily prudent person would exercise in a like position, and in a manner a director reasonably believes to be in the best interest of the corporation.
Self-Dealing Exception
A transaction will not be side aside because a director had a personal interest if the director disclosed all the material facts of the transaction to disinterested members of the board who approved the transaction; or the transaction was fair to the corporation.
Personal Liability
The articles of incorporation may eliminate director’s personal liability for money damages to the shareholders or corporation for actions taken.
Personal Liability Exception
The articles of incorporation cannot eliminate personal liability if the director received a benefit to which he was not entitled; intentionally inflicted harm on the corporation or its shareholders; approved unlawful distributions; or intentionally committed a crime.
Articles vs. Bylaws
When the articles and bylaw conflict, the articles control.
Proxy
Generally are recordable unless they are stated they are irrevocable and coupled with an interest.
Couple w/ Interest (Proxy)
Proxies are coupled with an interest if the proxy holder essentially pays for the right to be a proxy.
Proxy Revocation
May be revoked by subsequent instrument of the shareholder of record showing up to vote in person.
Who Can Vote by Proxy?
Shareholders may give another a written and signed proxy.
Directors may not vote by proxy.
Voting
The vote required at a meeting can be set by the bylaws or articles.
Only outstanding votes may vote. Shares that are issues and outstanding, but have been repurchased are not outstanding.
Shareholder Voting
Only shareholders of record on record date may vote at a shareholders’ meeting.
Corporations Definition
Is a legal entity separate from its owners and may be created by filing certain documents with the state.
Promoter
Is a person who procures commitment for capital and instrumentalities on behalf of a corporation that will be formed in the future.
Promoter Liability
Promoters are personally liable on all such contracts they enter into on behalf of the corporation. Liability continues even after the the corporation is formed and even if the corporation adopts the contract.
Promoter Liability Exception
A promoter will not be liable if the agreement between the parties expressly indicated the promoter is not to be bound.