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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
42
Q

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

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

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

  1. Board or Directors and Trustees

b) Tenure, Qualifications, and Disqualifications of Directors

44
Q

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

  1. Board or Directors and Trustees

c) Requirement of Independent Directors

45
Q

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

  1. Board or Directors and Trustees

d) Elections

46
Q

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

  1. Board or Directors and Trustees

e) Removal

47
Q

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

  1. Board or Directors and Trustees

f) Filling of Vacancies

48
Q

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

  1. Board or Directors and Trustees

g) Compensation

49
Q

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

  1. Board or Directors and Trustees

h) Disloyalty

50
Q

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

  1. Board or Directors and Trustees

i) Business Judgment Rule

51
Q

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

  1. Board or Directors and Trustees

j) Solidary Liabilities for Damages

52
Q

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

  1. Board or Directors and Trustees

k) Personal Liabilities

53
Q

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

  1. Board or Directors and Trustees

l) Responsibility for Crimes

54
Q

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

  1. Board or Directors and Trustees

m) Special Fact Doctrine

55
Q

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

  1. Board or Directors and Trustees

n) Inside Information

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

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

58
Q

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

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

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

  1. Capital Affairs
    a) Certificate of Stock
    (2) Uncertificated Shares
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
61
Q

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

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

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

  1. Capital Affairs
    a) Certificate of Stock
    (5) Stock and Transfer Book
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
64
Q

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

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

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

  1. Capital Affairs
    b) Watered Stocks
    (2) Liability of Directors for Watered Stocks
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
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
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
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
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
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
72
Q

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

  1. Dissolution and Liquidation
    b) Methods of Liquidation
    (1) By the Corporation Itself
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
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
75
Q

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

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

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

  1. Other Corporations
    a) Close Corporations
    (1) Characteristics
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
78
Q

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

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

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

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

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

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

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

  1. Other Corporations
    c) Educational Corporations
82
Q

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

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

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

  1. Other Corporations
    e) One Person Corporations

(1) Excepted Corporations

84
Q

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

  1. Other Corporations
    e) One Person Corporations

(2) Capital Stock Requirement

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

86
Q

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

  1. Other Corporations
    e) One Person Corporations

(4) Corporate Name

87
Q

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

  1. Other Corporations
    e) One Person Corporations

(5) Corporate Structure and Officers

88
Q

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

  1. Other Corporations
    e) One Person Corporations

(6) Nominee

89
Q

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

  1. Other Corporations
    e) One Person Corporations

(7) Liability

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

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”

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

93
Q

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

  1. Other Corporations
    f) Foreign Corporations

(3) Personality to Sue

94
Q

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

  1. Other Corporations
    f) Foreign Corporations

(4) Suability of Foreign Corporations

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)

96
Q

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

  1. Other Corporations
    f) Foreign Corporations

(6) Grounds for Revocation of License

97
Q

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

  1. Merger and Consolidation
    a) Concept
98
Q

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

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

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

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

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

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

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

  1. Merger and Consolidation
           e) Effects

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

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