50-69

Question 1

De Jure Corporation

Answer 1

A corporation formed in accordance with all applicable laws and recognized as corporation for liability reasons.

Question 2

De Facto Corporation

Answer 2

At common law, a corporation that is defectively formed but is treated as valid corporation.

Question 3

Shareholders

Answer 3

Owners of shares of stock in a corporation.

Question 4

Piercing the Corporate Veil

Answer 4

Ability of creditors to reach the stockholder of a corporation holding them personally liable for debts of the corporation.

Question 5

Ultra Vires

Answer 5

Common law, acts that go beyond those allowed by the articles of incorporation.

Question 6

Authority of Directors

Answer 6

Directors have the authority to manage the corporation and appoint officers.

Question 7

Authority of Officers

Answer 7

Officers have the authority to run the day-to-day business, appointed and removed by the board.

Question 8

Expressed Authority(Corporation)

Answer 8

Authority expressly made and set forth by agreement.

Question 9

Implied Corporate Authority

Answer 9

Authority not written or stated but is determined by known facts.

Question 10

Apparent Authority(Corporation)

Answer 10

Third party reasonable relies on corporations representation that agent has authority.

Question 11

Inherent Authority(Corporation)

Answer 11

Authority given the agent by reason of his corporate position.

Question 12

Ratification/Corporation

Answer 12

Ratification by board of directors turning unauthorized act into legally binded act.

Question 13

Duty of Care (Corporation)

Answer 13

Board of Directors must 1) Act of good faith 2) Act in best interest of the corporation

Question 14

Duty of Loyalty

Answer 14

Fiduciaries must put interest of the corporation ahead of their own.

Question 15

Business Judgment Rule

Answer 15

A director or officer who makes a business decision on behalf of the corporation/ in good faith /fulfills the duty of care/ if there’s no conflict of interest, /and believes business judgment is in best interest of the corporation.

Question 16

Corporate Opportunity Doctrine

Answer 16

Directors and officers cannot pursue business opportunities that the corporation has an expectancy, interest, and a right in having.

Question 17

Shareholders Rights

Answer 17

Shareholders have economic and voting rights.

Question 18

Stocks

Answer 18

Capital of the corporation consisting of the amount of the proceeds and number of the shares.

Question 19

State Governing issuance of Shares

Answer 19

Corporation may issue one or more classes or series of shares/ with full, limited, or no voting rights/ and rights authorized in the articles of incorporation.

Question 20

Par Value

Answer 20

The arbitrary or nominal value of the shares which are received by the corporation before their issued.