Corporations Flashcards

Decks in this Class (19):

• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION- WHAT DOES IT TAKE TO FORM A CORPORATION?

  Sample Cards:

  what does it take to form a corporation,

  what are the people that make the corpor,

  how many incorporators do you need
  26 Cards
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• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION- LEGAL SIGNIFICANCE OF FORMATION OF CORPORATION

  Sample Cards:

  what choice of law governs the internal,

  if a company is incorporated in ca but t,

  is a corporation considered to be a sepa
  11 Cards
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• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION- FACT PATTERN 1: ORGANIZATION OF A CORPORATION- DE FACTO CORPORATION AND CORPORATION BY ESTOPPEL

  Sample Cards:

  what 2 doctrines save a corporation whic,

  under de facto corporation and corporati,

  for both de facto corporation and corpor
  11 Cards
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• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION -BYLAWS

  Sample Cards:

  are corporations required to have bylaws,

  do corporations usually have bylaws,

  what are bylaws used for
  7 Cards
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• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION - PRE-INCORPORATION CONTRACTS

  Sample Cards:

  what is a promoter,

  what is the liability of the corporation,

  on january 10 p acting as a promoter for
  7 Cards
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• Fact Pattern 1 Organization Of A Corpora

  FACT PATTERN 1: ORGANIZATION OF A CORPORATION - FOREIGN CORPORATIONS....almost never tested

  Sample Cards:

  why do we need to know what a foreign co,

  what is a foreign corporation,

  is dunder mifflin paper co which is inco
  8 Cards
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• Fact Pattern 2 Issuance Of Stock What Is

  FACT PATTERN 2: ISSUANCE OF STOCK- WHAT IS AN ISSUANCE?

  Sample Cards:

  what is an issuance,

  what is the purpose for an issuance,

  family guy sells 3 000 shares of xyz cor
  36 Cards
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• Fact Pattern 3 Directors And Officers He

  FACT PATTERN 3: DIRECTORS AND OFFICERS (HEAVILY TESTED)- STATUTORY REQUIREMENTS — DIRECTORS

  Sample Cards:

  what is the minimum requirement to be a,

  how many directors does there need to be,

  where are the names of the initial direc
  31 Cards
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• Fact Pattern 3 Directors And Officers He

  FACT PATTERN 3: DIRECTORS AND OFFICERS (HEAVILY TESTED)- ROLE OF DIRECTORS/DUTY OF CARE/DUTY OF LOYALTY

  Sample Cards:

  what does the bod do,

  the board can delegate to a committee of,

  can a committee recommend filling vacanc
  30 Cards
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• Fact Pattern 3 Directors And Officers He

  FACT PATTERN 3: DIRECTORS AND OFFICERS (HEAVILY TESTED)- OTHER STATE LAW BASES OF DIRECTOR LIABILITY

  Sample Cards:

  are responsible directors and offcers he,

  is a purely personal loan to a director,

  under what circumstances would a loan to
  32 Cards
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• Fact Pattern 4 Shareholders Do Sharehold

  FACT PATTERN 4: SHAREHOLDERS- DO SHAREHOLDERS GET TO MANAGE THE CORPORATION?

  Sample Cards:

  do shareholders sh get to manage the cor,

  why do shs not get to mange the corporat,

  when can shs run the corporation directl
  21 Cards
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• Fact Pattern 4 Shareholders Piercing The

  FACT PATTERN 4: Shareholders Piercing the Corporate Veil

  Sample Cards:

  can shs be held liable for the acts or d,

  why are sh generally not liable for acts,

  under what circumstance can shs be perso
  9 Cards
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• Fact Pattern 4 Shareholders Shareholder

  FACT PATTERN 4: SHAREHOLDERS SHAREHOLDER DERIVATIVE SUITS

  Sample Cards:

  in a derivative suit a shareholder is su,

  in a derivative suit always ask what,

  s a shareholder of c corp sues the board
  20 Cards
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• Fact Pattern 4 Shareholders Shareholder

  FACT PATTERN 4: SHAREHOLDERS- SHAREHOLDER VOTING

  Sample Cards:

  what sh has a right to vote if there has,

  what is the record shareholder,

  what is the record date
  78 Cards
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• Fact Pattern 5 Fundamental Corporate Cha

  FACT PATTERN 5: FUNDAMENTAL CORPORATE CHANGES

  Sample Cards:

  what four things must happen when there,

  what shareholder vote is required for a,

  what is the dissenting shareholder right
  16 Cards
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• Fact Pattern 5 Fundamental Corporate Cha

  FACT PATTERN 5: FUNDAMENTAL CORPORATE CHANGES- TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS, OR SHARE EXCHANGE

  Sample Cards:

  when one company acquires all the stock,

  when one company acquires all the stock,

  what is needed when s corp wants to sell
  8 Cards
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• Fact Pattern 5 Fundamental Corporate Cha

  FACT PATTERN 5: FUNDAMENTAL CORPORATE CHANGE- DISSOLUTION

  Sample Cards:

  what are the 2 types of dissolution,

  what is required for a voluntary dissolu,

  who can petition for an involuntary diss
  11 Cards
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• Fact Pattern 6 Federal Securities Law 10

  FACT PATTERN 6: FEDERAL SECURITIES LAW- 10(b)(5)

  Sample Cards:

  what are debt securities,

  what is the debt holder s relationship t,

  what is a debt that is secured by assets
  23 Cards
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• Fact Pattern 6 Federal Securities Law Se

  FACT PATTERN 6: FEDERAL SECURITIES LAW: SECTION 16B:

  Sample Cards:

  what is section 16b law provide recovery,

  can a 16b claim come up in a derivative,

  when does 16b apply
  12 Cards
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