Shareholders

Question 1

Do shareholders have a right to directly control the corporation’s management?

Answer 1

X

Question 2

What control do shareholders have over the corporation?

Answer 2

X

Question 3

What meetings must corporations hold?

Answer 3

X

Question 4

Who may call a special meeting?

Answer 4

X

Question 5

Where may a meeting be held?

Answer 5

X

Question 6

What notice of shareholder meetings is required?

Answer 6

X

Question 7

Who is eligible to vote in shareholder meetings?

Answer 7

X

Question 8

What must a corporation do once a record date is set for a meeting?

Answer 8

X

Question 9

What voting entitlement do shares have?

Answer 9

X

Question 10

What votes must corporations accept?

Answer 10

X

Question 11

What are proxies?

Answer 11

X

Question 12

How long does a shareholder voting proxy last?

Answer 12

X

Question 13

Is a proxy revocable by the shareholder?

Answer 13

X

Question 14

When may a proxy be irrevocable?

Answer 14

X

Question 15

What kinds of proxy appointments are coupled with an interest?

Answer 15

X

Question 16

How does death or incapacity of a shareholder affect a proxy appointment?

Answer 16

X

Question 17

What is required at a meeting for a vote to be validly taken?

Answer 17

X

Question 18

How many votes does each outstanding share get?

Answer 18

X

Question 19

What vote share is required to elect a director?

Answer 19

XX

Question 20

What vote share is required to approve a fundamental corporate change?

Answer 20

C

Question 21

What vote share is required to remove a director?

Answer 21

X

Question 22

What vote share is required for other matters?

Answer 22

X

Question 23

What is cumulative voting?

Answer 23

X

Question 24

What is straight voting?

Answer 24

X

Question 25

What are voting trusts?

Answer 25

X

Question 26

How is a voting trust created?

Answer 26

X

Question 27

How long is a voting trust valid?

Answer 27

X

Question 28

What is a shareholder management agreement?

Answer 28

XX

Question 29

What kinds of things may shareholders potentially agree on in a shareholder management agreement?

Answer 29

X

Question 30

What are the statutory requirements for a valid shareholder management agreement?

Answer 30

XX

Question 31

How is the shareholder management agreement enforceable?

Answer 31

XCx

Question 32

How does a shareholder management agreement enforceable?

Answer 32

X

Question 33

Is a shareholder management agreement every grounds for imposing personal liability on a shareholder?

Answer 33

X

Question 34

Can shareholders place restriction on transfers of outstanding shares?

Answer 34

X

Question 35

What share transfer restrictions are permissible under the RMBCA?

Answer 35

X

Question 36

How are share transfer restrictions enforceable ?

Answer 36

X

Question 37

Can shareholders agree to limit authority of directors?

Answer 37

X

Question 38

What were shareholders’ inspection rights at common law ?

Answer 38

X

Question 39

What is the RMBCA’s general approach to shareholder inspection rights?

Answer 39

X

Question 40

May a shareholder’s inspection right be limited?

Answer 40

X

Question 41

What happens if a corporation does not allow a required inspection?

Answer 41

X

Question 42

What are preemptive rights?

Answer 42

X

Question 43

May preemptive rights be waived?

Answer 43

X

Question 44

How are preemptive rights limited?

Answer 44

X

Question 45

What types of suits may shareholders bring?

Answer 45

X

Question 46

What is a direct action?

Answer 46

X

Question 47

What kind of recovery can a shareholder get in a direct action?

Answer 47

X

Question 48

What is a derivative action?

Answer 48

X

Question 49

What is the standing requirement for a derivative action?

Answer 49

X

Question 50

What are the demand requirements for shareholder derivative actions?

Answer 50

X

Question 51

Who is the defendant in a shareholder action?

Answer 51

X

Question 52

When may a corporation bring a motion to dismiss a derivative suit?

Answer 52

X

Question 53

How should a court rule on a motion to dismiss in a derivative suit?

Answer 53

X

Question 54

How may a derivative suit be settled or discontinued?

Answer 54

X

Question 55

When may a court order a party in a derivative action pay the other side’s reasonable expenses?

Answer 55

X

Question 56

What are distributions?

Answer 56

X

Question 57

What are the three types of distribution?

Answer 57

X

Question 58

What distribution rights are required?

Answer 58

X

Question 59

Who has the decision to declare distributions?

Answer 59

Xx

Question 60

Do shareholders have a right to compel distributions?

Answer 60

D

Question 61

What solvency requirements exist for distributions?

Answer 61

X

Question 62

May the articles of incorporation restrict a board’s right to declare dividends?

Answer 62

X

Question 63

What does the RMBCA say about share dividends?

Answer 63

X

Question 64

Do shareholders need to have equal rights to distribution?

Answer 64

X

Question 65

What are non cumulative preferred shares?

Answer 65

X

Question 66

What are cumulative preferred shares?

Answer 66

X

Question 67

What are cumulative if earned shares?

Answer 67

X

Question 68

What are participating shares?

Answer 68

X

Question 69

Who may receive declared dividends?

Answer 69

C

Question 70

What rights do shareholders have after declaration?

Answer 70

X

Question 71

What liability do directors have for unlawful distributions?

Answer 71

X

Question 72

What general duties do shareholders have?

Answer 72

X

Question 73

What liability may a shareholder have pursuant to a shareholder agreement?

Answer 73

C

Question 74

What duties do shareholders have in a close corporation?

Answer 74

X

Question 75

What common law limitations exist on controlling shareholders?

Answer 75

X

Question 76

Are controlling shareholders liable for selling shares at a premium?

Answer 76

X

Question 77

What is the traditional view of what funds may be used for a distribution?

Answer 77

X

Question 78

What is earned surplus?

Answer 78

X

Question 79

What is stated capital?

Answer 79

D

Question 80

What is capital surplus?

Answer 80

X

Question 81

What is the modern view of what funds may be used in a distribution?

Answer 81

X