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Syllabus _Day 1 PM_Commercial & Tax Law_20% > Commercial _I. Business Organizations _B. Corporations > Flashcards

Commercial _I. Business Organizations _B. Corporations Flashcards

1
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Definition of Corporation
A
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2
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Classes of Corporations
A
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3
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Nationality of Corporations
    a) Control Test
A
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4
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Nationality of Corporations
    b) Grandfather Rule
A
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5
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Juridical Entity
    a) Doctrine of Separate Juridical Personality
    b) Doctrine of Piercing the Corporate Veil
A
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6
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Juridical Entity
    a) Doctrine of Separate Juridical Personality
A
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7
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Juridical Entity
    b) Doctrine of Piercing the Corporate Veil
A
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8
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Structure
    a) Number and Qualifications of Incorporators
A
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9
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Structure
    b) Subscription Requirements
A
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10
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Structure
    c) Corporate Term
A
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11
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Structure
    d) Classification of Shares
A
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12
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    a) Promoter
    (1) Liability of Promoter
A
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13
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    a) Promoter
    (2) Liability of Corporation for Promoter’s Contracts
A
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14
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    b) Subscription Contract
A
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15
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    c) Pre-Incorporation Subscription Agreements
A
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16
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    d) Consideration for Stocks
A
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17
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    e) Articles of Incorporation
    (1) Contents
    (2) Non-Amendable Items
A
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18
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    f) Corporate Name and Limitations on its Use
A
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19
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    g) Registration, Incorporation, and Commencement of Corporate Existence
A
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20
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    h) Election of Directors or Trustees
A
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21
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Incorporation and Organization
    j) Effects of Non-Use of Corporate Charter
A
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22
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    a) General Powers; Theory of General Capacity
A
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23
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    b) Specific Powers; Theory of Specific Capacity
A
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24
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    c) Power to Extend or Shorten Corporate Term
A
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25
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    d) Power to Increase or Decrease Capital Stock or Incur, Create, Increase
    Bonded Indebtedness
A
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26
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    e) Power to Deny Pre-Emptive Rights
A
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27
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    f) Power to Sell or Dispose Corporate Assets
A
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28
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    g) Power to Acquire Own Shares
A
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29
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    h) Power to Invest Corporate Funds in Another Corporation or Business
A
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30
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    i) Power to Declare Dividends
A
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31
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    j) Power to Enter into Management Contract
A
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32
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    k) Doctrine of Individuality of Subscription
A
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33
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    l) Doctrine of Equality of Shares
A
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34
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    m) Ultra Vires Doctrine
A
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35
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Corporate Powers
    n) Trust Fund Doctrine
A
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36
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
    a) Fundamental Rights of a Stockholder
    b) Participation in Management
    c) Proprietary Rights
    d) Remedial Rights
    e) Obligations of a Stockholder
    f) Meetings
A
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37
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
    a) Fundamental Rights of a Stockholder
A
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38
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
                                    b) Participation in Management
                                        (1) Proxy
                                        (2) Voting Trust
                                        (3) Cases When Stockholders’ Action is Required
                                        (4) Manner of Voting
A
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39
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
                                    c) Proprietary Rights
                                        (1) Rights to Dividends
                                        (2) Appraisal Right
                                        (3) Right to Inspect
                                        (4) Preemptive Right
                                        (5) Right to Vote
                                        (6) Right to Dividends
A
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40
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
                                  d) Remedial Rights
                                      (1) Individual Suit
                                      (2) Representative Suit
                                      (3) Derivative Suit
A
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41
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Stockholders and Members
                                  e) Obligations of a Stockholder
A
42
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees
    a) Repository of Corporate Powers
A
43
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

b) Tenure, Qualifications, and Disqualifications of Directors

A
44
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

c) Requirement of Independent Directors

A
45
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

d) Elections

A
46
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

e) Removal

A
47
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

f) Filling of Vacancies

A
48
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

g) Compensation

A
49
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

h) Disloyalty

A
50
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

i) Business Judgment Rule

A
51
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

j) Solidary Liabilities for Damages

A
52
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

k) Personal Liabilities

A
53
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

l) Responsibility for Crimes

A
54
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

m) Special Fact Doctrine

A
55
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

n) Inside Information

A
56
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

o) Contracts
(1) By Self-Dealing Directors With the Corporation

A
57
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Board or Directors and Trustees

o) Contracts
(2) Between Corporations With Interlocking Directors

A
58
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (1) Nature of the Certificate
A
59
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (2) Uncertificated Shares
A
60
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (3) Negotiability; Requirements for Valid Transfer of Stocks
A
61
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (4) Issuance
A
62
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (5) Stock and Transfer Book
A
63
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    a) Certificate of Stock
    (6) Situs of the Shares of Stock
A
64
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    b) Watered Stocks
    (1) Definition
A
65
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    b) Watered Stocks
    (2) Liability of Directors for Watered Stocks
A
66
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    b) Watered Stocks
    (3) Trust Fund Doctrine for Liability for Watered Stocks
A
67
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    c) Payment of Balance of Subscription
    (1) Call by Board of Directors
    (2) Notice Requirement
A
68
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    e) Alienation of Shares
    (1) Allowable Restrictions on the Sale of Shares
    (2) Requisites of a Valid Transfer
A
69
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    d) Sale of Delinquent Shares
    (1) Effect of Delinquency
    (2) Call by Resolution of the Board of Directors
A
70
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Capital Affairs
    f) Corporate Books and Records
    (1) Right to Inspect Corporate Records
    (2) Effect of Refusal to Inspect Corporate Records
A
71
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Dissolution and Liquidation
    a) Modes of Dissolution
    (1) Voluntary Dissolution
    (2) Involuntary Dissolution
A
72
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Dissolution and Liquidation
    b) Methods of Liquidation
    (1) By the Corporation Itself
A
73
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Dissolution and Liquidation
    b) Methods of Liquidation
    (2) Conveyance to a Trustee Within a Three-Year Period
A
74
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Dissolution and Liquidation
    b) Methods of Liquidation
                                              (3) By Management Committee or Rehabilitation Receiver
A
75
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Dissolution and Liquidation
    b) Methods of Liquidation
                                 (4) Liquidation after Three Years
A
76
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    a) Close Corporations
    (1) Characteristics
A
77
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    a) Close Corporations
    (2) Validity of Restrictions on Transfer of Shares
A
78
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    a) Close Corporations
    (3) Preemptive Right
A
79
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    a) Close Corporations
    (4) Amendment of Articles of Incorporation
A
80
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    b) Non-Stock Corporations
    (1) Definition
    (2) Treatment of Profits
A
81
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    c) Educational Corporations
A
82
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    d) Religious Corporations
    (1) Corporation Sole
    (2) Religious Societies
A
83
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(1) Excepted Corporations

A
84
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(2) Capital Stock Requirement

A
85
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(3) Articles of Incorporation and By-Laws

A
86
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(4) Corporate Name

A
87
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(5) Corporate Structure and Officers

A
88
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(6) Nominee

A
89
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(7) Liability

A
90
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    e) One Person Corporations

(8) Conversion of Corporation to One Person Corporations and Vice-Versa

A
91
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(1) Bases of Authority Over Foreign Corporations
(a) Consent
(b) Doctrine of “Doing Business”

A
92
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(2) Necessity of a License to Do Business
(a) Resident Agent

A
93
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(3) Personality to Sue

A
94
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(4) Suability of Foreign Corporations

A
95
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(5) Instances When Unlicensed Foreign Corporations May be Allowed to Sue (Isolated Transactions)

A
96
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Other Corporations
    f) Foreign Corporations

(6) Grounds for Revocation of License

A
97
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Merger and Consolidation
    a) Concept
A
98
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Merger and Consolidation
          b) Constituent Corporation vs. Consolidated Corporation
A
99
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Merger and Consolidation
          c) Plan of Merger or Consolidation
A
100
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Merger and Consolidation
          d) Articles of Merger or Consolidation
A
101
Q

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

  1. Merger and Consolidation
           e) Effects
A

Syllabus _Day 1 PM_Commercial & Tax Law_20% (38 decks)

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