Corporations Part 1 Flashcards
(50 cards)
_________ are now a fixture of contemporary American Life.
Corporations
Corporations Sources of Law _______ and _____-
DGCL
MBCA
________ is the most popular jurisdiction for incorporation (at least for now), but each state has laws providing for the incorporation and carrying on of business through the corporate form.
Delaware
Why do Corporations like ________?
Commitment to keep _________ _______ modern and up to date; _________ to corporate law proposed by the Delaware Bar Association.
Delaware
Corporation Statutes
Amendments
Why do Corporations like Delaware?
Commitment to keep Corporation Statutes up to date; amendments to corporate law proposed by the ______ _____ _____.
Delaware Bar Association
Why do Corporations like Delaware?
Certain level of _________ in ________ the corporation.
flexibility
structuring
Why do Corporations like Delaware?
Quality of Delaware ______ and _____.
courts and judges
Quality of Delaware courts and judges.
1. ?
2.
3.
4.
- Special court: Chancery Court
Quality of Delaware courts and judges.
1.
2. ?
3.
4.
- No juries; known to be efficient (speedy, even)
Quality of Delaware courts and judges.
1.
2.
3. ?
4.
Large body of case law
Quality of Delaware courts and judges.
1.
2.
3.
4. ?
- Certain level of technical expertise
Why do Corporations like Delaware?
Many states look to Delaware for ______.
guidance
Why do Corporations like Delaware?
_______ are familiar with Delaware.
Investors
Why do Corporations like Delaware?
Delaware can be ____ ______ to businesses.
tax-friendly
Why do Corporations like Delaware?
Delaware offers many options for businesses to _____ _____.
retain privacy
Why do Corporations like Delaware?
BUT incorporating in Delaware is often not justifiable for ____ _____.
small businesses
The ________ is presumed to exist in every state without any need to create a sister entity. BUT: some states have rules about foreign corporations doing business in the jurisdiction.
Corporation
Contract Terms: ______ ____ ______ v. _____ ___ ______.
Choice of Law
Choice of Venue
_____ ___ _____: Which jurisdiction’s law will apply to a dispute under the contract?
Choice of Law
Choice of Law: Which _________ _____ will apply to a dispute under the contract?
jurisdiction’s law
Choice of Law: Which jurisdiction’s law will apply to a ______ under the _______?
jurisdiction
contract
Contracts: _____ ____ _____, Generally Restatement Second ______ ____ _____§ 187
conflicts of law
conflicts of law
Contracts: choice of Law, Generally RSTMT (Second) Conflicts of Law § 187
(1) The _______ of the _______ _______ by the ________ to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by explicit provision in their agreement directed to that issue.
law
state
chosen
parties
Choice of Law: Which jurisdiction’s law will apply to a dispute under the contract?
Contracts: choice of Law, Generally RSTMT (Second) Conflicts of Law § 187
(1)The law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by explicit provision in their agreement directed to that issue.
(2)The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either.
(a) The chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or
(b) Application of the law of the chosen state would be contrary to the fundamental policy of a state which has a materially greater interest than the chosen state in determination of the particular issue and which… Would be the state of the applicable law in the absence of an effective choice of law by the parties.
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