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Louisiana Bar Exam July 2023- Created By Maryclaire Farrington > 19. BE > Flashcards

19. BE Flashcards

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1
Q

Corporation Formation: Formal Requirements

A
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2
Q

Ultra Vires

A
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3
Q

Corporation Formation: Optional Requirements

A
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4
Q

Corporation Commencement of Legal Existence

A
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5
Q

Incorportor/ Promotor Responsibilities in Formation of Corporation

A
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6
Q

What must be done after corporation is created?

A
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7
Q

Corporation Issuance of Shares

A
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8
Q

Share Certificate Requirements

A
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9
Q

Exception to Share Certificate Requirement

A
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10
Q

Didn’t get share certificate . . . what do you do?

A

file writ of mandamus

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11
Q

Corporation Adoption of Bylaws

A
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12
Q

What do Bylaws Say?

A
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13
Q

Corporation Voting

  • quorum
  • action without meeting
  • counting votes
  • proxy
A
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14
Q

Corporation Exceptions to General Rule for Voting

A
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15
Q

Corporation Election of Directors

A
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16
Q

Corporation Cumulative Voting

A
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17
Q

Corporation Voting Trust

A
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18
Q

Corporation Pooling Agreement

A
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19
Q

Corporation Unanimous Governance Agreement

A
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20
Q

Corporations Annual Reports

A
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21
Q

Corporations Shareholders’ Duty

A
  • powers
  • annual meeting
  • special meetings
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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
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23
Q

Corporations: Annual Meetings

A
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24
Q

Corporations: No Annual Meeting Held

A
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25
Q

Corporations: Special Meetings

A
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26
Q

Notice Waiver

A

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
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27
Q

Corporations Directors’ Duties

A
  1. duty of care
  2. duty of loyalty
    • Conflicting Interest Transactions
    • Usurpation of Corporate Authority
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28
Q

Corporations Directors’ Duty of Care

A
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29
Q

Corporations Directors’ Duty of Loyalty

A
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30
Q

Director’s Conflicting Interest Transaction

A
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31
Q

Qualified Director Approval

A
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32
Q

Usurpation of Corporate Authority

A
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33
Q

Corporations Officers’ Duty

A
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34
Q

Corporations: Where Qualified Director Approval is Required

A
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35
Q

Corporations Unqualified Right to Inspect

A
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36
Q

Corporations Qualified Right to Inspect

A
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37
Q

Corporations Preemptive Rights

A
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38
Q

Preemptive Rights Do NOT Apply To:

A
  • shares issued for compensation
  • non-cash transactions
  • shares without voting rights
  • shares issued within 6 months after incorporation
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39
Q

Corporations Dissenter’s Rights

A
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40
Q

Dissenter’s Rights NOTICE Requirements

A
  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
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41
Q

Corporations Role of Directors

A
  • 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

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42
Q

Corporations Removal of Directors

A
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43
Q

Corporations Vacancy of Directors

A
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44
Q

Corporations Decisions and Meetings

A
  • 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
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45
Q

Corporations Prohibitions on Delegations to Committee

A
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46
Q

Corporations Conducting Meetings

A
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47
Q

Corporations Fundamental Transactions

A
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48
Q

When Corporations MUST Indemnify

A

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

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49
Q

When Corporations MAY Indemnify

A
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50
Q

Who Decides Indemnification in Corporations?

A
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51
Q

Corporation Personal Liability of Shareholder

A
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52
Q

Corporations Piercing the Veil

A
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53
Q

Single Business Enterprise

A
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54
Q

Corporation Personal Liability of Directors

A
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55
Q

Derivative Suit Requirements

A
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56
Q

Corporation Promoter Activity

A

EXCEPTION: immovable prop acquisition:
Retroactive vesting of title in LLC cannot prejudice rights of 3P

57
Q

Exception: When Corporations ARE Liable for Promoter Activity

A

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
Q

Resignation and Removal of Corporate Officers

A
59
Q

Individual Director Mandatary Authority

A
60
Q

Corporation Role of Officers

A
61
Q

Corporations Distributions

A
62
Q

Corporations When you CANNOT Make Distributions

A
63
Q

Corporations Unlawful Distributions

A

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
Q

Corporation Assignment of Interest

A
65
Q

Corporation Withdrawal

A
66
Q

Shareholder Oppression

A

SH may withdraw and require corporation to buy all SH’s shares at fair value

67
Q

Voluntary Dissolution of Corporation

A
  • 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
Q

Voluntary Dissolution of Corporation: Known Creditors

A
69
Q

Voluntary Dissolution of Corporation: Unknown Creditors

A
70
Q

Administrative Termination of Corporation

A
71
Q

Judicial Dissolution of Corporation

A
72
Q

Corporation Articles of Termination

A
73
Q

LLC Formation Requirements

A
  1. Articles of Organization
  2. Initial Report
  3. Affidavit of Acceptance by Registered Agent
74
Q

LLC Articles of Organization Requirements

A
75
Q

LLC Articles of Organization Optional Elements

A
76
Q

LLC Initial Report Requirements

A
77
Q

LLC Optional Formation Documents

A
78
Q

LLC Contributions

A
79
Q

LLC Voting

A

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
Q

LLC When Member Approval Required

A
81
Q

LLC Proxy Voting

A
82
Q

LLC Annual Reports

A
83
Q

LLC Duties of Managers and Members

A
84
Q

LLC Breach of Managers’ Duties

A
85
Q

LLC Members’ Rights

A
86
Q

LLC Member-Managed

A
87
Q

LLC Manager-Managed

A
88
Q

LLC Indemnification

A
89
Q

LLC Liability Shield

A
90
Q

Exculpatory Provision (LLC)

A
91
Q

LLC Piercing the Veil

A
92
Q

LLC Promoter Activity

A
93
Q

LLC Equal Sharing and Distributions

A
94
Q

LLC When you CANNOT make Distributions

A
95
Q

LLC Unlawful Distributions

A
96
Q

LLC Assignment of Interests

A
97
Q

LLC Withdrawal

A
98
Q

Member Withdrawal: Term

A
99
Q

Member Withdrawal: NO Term

A
100
Q

LLC Effect of Withdrawal

A
101
Q

LLC Dissolution

A
102
Q

Voluntary Dissolution of LLC

A
103
Q

Judicial Dissolution of LLC

A
104
Q

LLC Dissolution by Agreement

A
105
Q

LLC Dissolution Process

A
106
Q

Order of Creditors for LLC

A
107
Q

Foreign LLCs

A
108
Q

Partnership Formation

A
109
Q

Exception for Partnership Formation

A
110
Q

Partnership Contribution

A
111
Q

RLLP Contribution

A
112
Q

Partnership Voting

A
113
Q

Partnership in Commendam Voting

A
114
Q

RLLP Voting

A
115
Q

Duties of Partnership / RLLP

A
116
Q

Rights of Partners (PS/ PIC/ RLLP)

A
  • 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
Q

RLLP Management

A
118
Q

Indemnification of Partners (PS/ PIC/ RLLP)

A
119
Q

Partnership Liability

A
120
Q

RLLP Liability

A
121
Q

Partnership in Commendam Liability

A
122
Q

Mandatary Authority for Partners and Partners in Commendam

A
123
Q

Distributions for Partners (PS/ PIC/ RLLP)

A
124
Q

Assignment of Rights (PS/ PIC/ RLLP)

A
125
Q

Individual Voluntary Partner Exit (PS/ PIC/ RLLP)

A
126
Q

Individual Voluntary Partner Exit (PS/ PIC/ RLLP):

Withdrawal when NO TERM

A
127
Q

Individual Voluntary Partner Exit (PS/ PIC/ RLLP):

Withdrawal when TERM

A
128
Q

Individual Involuntary Partner Exit (PS/ PIC/ RLLP)

A
129
Q

Effect of Partner Withdrawal (PS/ PIC/ RLLP)

A
130
Q

Termination of Partnership (PS/ PIC/ RLLP)

A
131
Q

Process of Termination of Partnership (PS/ PIC/ RLLP)

A
132
Q

Creditor Hierarchy of Partnership (PS/ PIC/ RLLP)

A
133
Q

Formation of RLLP

A
134
Q

Articles of Conversion Requirements (RLLP)

A
135
Q

RLLP Liability

A
136
Q

Mandate Authority of Partnership in Commendam

A
137
Q

Partnership in Commendam Formation

A
138
Q

Contributions for Partnership in Commendam

A
139
Q

Permitted Activities of LP in Partnership in Commendam

A

Louisiana Bar Exam July 2023- Created By Maryclaire Farrington (19 decks)

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