B.A. Flashcards
What procedures must corporations follow in making most fundamental changes?
Brilliant Sassy Sporty Dandy Fun procedures.
Board resolution
Special-meeting notice
Shareholder approval, Dissenter’s appraisal rights, and
File notice.
When do shareholders have fiduciary duties?
COMe
Close corporation
Officers or directors, or
Minority protection
What fiduciary duties do officers and directors have?
LRG ones
Loyalty
Reasonable care
Good faith
Powers belonging to directors
CARD powers
Committee-delegation
Attendance
Reasonable salary
Dissents
When do shareholders have an unqualified right to inspect certain records regardless of purpose?
BOARD SCAM
Bylaws
Officer info
Articles
Resolutions about share classifications
Director info
Shareholder communications from company
Annual report
Minutes of shareholder meetings.
What’s included in the Articles of Incoporation
SPAWN
Shares
Promoter Info
Address info
Why formed
Name
AGENCY:
When is the principal liable for intentional torts by the agent?
BAN
Benefit of principle
Authorized by principal
Natural result of the nature of employment (i.e. - a bouncer)
What duties does an agent owe a principal?
LICk
Loyalty
Instructions (follow)
Care
THEORIES FOR PIERCING THE CORPORATE VEIL (5)
FUCk Corporate Dicks
Formalities
Undercapitalization
Comingling of assets
Confusion of business affairs
Deception of creditors
