Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Louisiana Bar Exam July 2024 > 19. BE > Flashcards

19. BE Flashcards

1
Q

Corporation Formation: Formal Requirements

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Ultra Vires

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Corporation Formation: Optional Requirements

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Corporation Commencement of Legal Existence

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Incorportor/ Promotor Responsibilities in Formation of Corporation

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

What must be done after corporation is created?

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Corporation Issuance of Shares

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Share Certificate Requirements

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Exception to Share Certificate Requirement

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

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

A

file writ of mandamus

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Corporation Adoption of Bylaws

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

What do Bylaws Say?

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Corporation SH Voting

  • quorum
  • action without meeting
  • counting votes
  • proxy
A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Corporation Exceptions to General Rule for Voting

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Corporation Election of Directors

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Corporation Cumulative Voting

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Corporation Voting Trust

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Corporation Pooling Agreement

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Corporation Unanimous Governance Agreement

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Corporations Annual Reports

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

Corporations Shareholders’ Duty

A
  • powers
  • annual meeting
  • special meetings
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Corporations: Annual Meetings

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

Corporations: No Annual Meeting Held

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

Corporations: Special Meetings

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

Corporations Directors’ Duties

A
  1. duty of care
  2. duty of loyalty
    • Conflicting Interest Transactions
    • Usurpation of Corporate Authority
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
28
Q

Corporations Directors’ Duty of Care

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
29
Q

Corporations Directors’ Duty of Loyalty

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
30
Q

Director’s Conflicting Interest Transaction

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
31
Q

Qualified Director Approval

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
32
Q

Usurpation of Corporate Authority

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
33
Q

Corporations Officers’ Duty

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
34
Q

Corporations: Where Qualified Director Approval is Required

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
35
Q

Corporations Unqualified Right to Inspect

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
36
Q

Corporations Qualified Right to Inspect

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
37
Q

Corporations Preemptive Rights

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
39
Q

Corporations Dissenter’s Rights

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
42
Q

Corporations Removal of Directors

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
43
Q

Corporations Vacancy of Directors

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
45
Q

Corporations Prohibitions on Delegations to Committee

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
46
Q

Corporations Conducting BOD Meetings

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
47
Q

Corporations Fundamental Transactions

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
49
Q

When Corporations MAY Indemnify

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
50
Q

Who Decides Indemnification in Corporations?

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
51
Q

Corporation Personal Liability of Shareholder

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
52
Q

Corporations Piercing the Veil

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
53
Q

Single Business Enterprise

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
54
Q

Corporation Personal Liability of Directors

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
55
Q

Derivative Suit Requirements

A
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
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

59
Q

Individual Director Mandatary Authority

60
Q

Corporation Role of Officers

61
Q

Corporations Distributions

62
Q

Corporations When you CANNOT Make Distributions

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

65
Q

Corporation Withdrawal

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

69
Q

Voluntary Dissolution of Corporation: Unknown Creditors

70
Q

Administrative Termination of Corporation

71
Q

Judicial Dissolution of Corporation

72
Q

Corporation Articles of Termination

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

75
Q

LLC Articles of Organization Optional Elements

76
Q

LLC Initial Report Requirements

77
Q

LLC Optional Formation Documents

78
Q

LLC Contributions

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

81
Q

LLC Proxy Voting

82
Q

LLC Annual Reports

83
Q

LLC Duties of Managers and Members

84
Q

LLC Breach of Managers’ Duties

85
Q

LLC Members’ Rights

86
Q

LLC Member-Managed

87
Q

LLC Manager-Managed

88
Q

LLC Indemnification

89
Q

LLC Liability Shield

90
Q

Exculpatory Provision (LLC)

91
Q

LLC Piercing the Veil

92
Q

LLC Promoter Activity

93
Q

LLC Equal Sharing and Distributions

94
Q

LLC When you CANNOT make Distributions

95
Q

LLC Unlawful Distributions

96
Q

LLC Assignment of Interests

97
Q

LLC Withdrawal

98
Q

Member Withdrawal: Term

99
Q

Member Withdrawal: NO Term

100
Q

LLC Effect of Withdrawal

101
Q

LLC Dissolution

102
Q

Voluntary Dissolution of LLC

103
Q

Judicial Dissolution of LLC

104
Q

LLC Dissolution by Agreement

105
Q

LLC Dissolution Process

106
Q

Order of Creditors for LLC

107
Q

Foreign LLCs

108
Q

Partnership Formation

109
Q

Exception for Partnership Formation

110
Q

Partnership Contribution

111
Q

RLLP Contribution

112
Q

Partnership Voting

113
Q

Partnership in Commendam Voting

114
Q

RLLP Voting

115
Q

Duties of Partnership / RLLP

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

118
Q

Indemnification of Partners (PS/ PIC/ RLLP)

119
Q

Partnership Liability

120
Q

RLLP Liability

121
Q

Partnership in Commendam Liability

122
Q

Mandatary Authority for Partners and Partners in Commendam

123
Q

Distributions for Partners (PS/ PIC/ RLLP)

124
Q

Assignment of Rights (PS/ PIC/ RLLP)

125
Q

Individual Voluntary Partner Exit (PS/ PIC/ RLLP)

126
Q

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

Withdrawal when NO TERM

127
Q

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

Withdrawal when TERM

128
Q

Individual Involuntary Partner Exit (PS/ PIC/ RLLP)

129
Q

Effect of Partner Withdrawal (PS/ PIC/ RLLP)

130
Q

Termination of Partnership (PS/ PIC/ RLLP)

131
Q

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

132
Q

Creditor Hierarchy of Partnership (PS/ PIC/ RLLP)

133
Q

Formation of RLLP

134
Q

Articles of Conversion Requirements (RLLP)

135
Q

RLLP Liability

136
Q

Mandate Authority of Partnership in Commendam

137
Q

Partnership in Commendam Formation

138
Q

Contributions for Partnership in Commendam

139
Q

Permitted Activities of LP in Partnership in Commendam

Louisiana Bar Exam July 2024 (19 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2025 Bold Learning Solutions. Terms and Conditions