corp

Question 1

self question’s

Answer 1

1. Directors rights and responsibilities
   -manage business affairs
   - Are appointed by sh’s by plurality votes (more yes than no)
   - Appoints presidents can delegate power (need express from D’s for fundamental change *
   -duty of loyalty(self deal- disclosed?- approved by majority of sh’s? fair? (May be Okay ) and care (don’t do homework)
   -breach of loyalty cant vote or shareholders that that director control…(conflict interest)
   - (liable under bjr rule if breach saved by exculpatory rule if negligence breach not internal breach then )
   -hold quorums when coming up with proposals need majority of director votes to hold forum
   need majority of outstanding shares to vote in proposal unless art. Of from say different
   Need purlarity votes (more yes than no to vote in director)

-need unanimous or majority votes of sh

2. Presidents
   -elected by directors
   -help run corp with day to day business, if fundamental change need express authority
3. Sh’s
   -Elect D’s
   -Controlling sh have a duty to minority sh (can act for own benefit but cant take advantage or unfair prejudice to them (ie, lying about share prices, or ecaluations)
   -Vote at quorums (can give proxies by record date!)
   Can bring suits
   -deritivive suits must make demand (d’s breach loyalty or care to corp),
   -directive suit don’t need demand(liabilities to sh like not issuing dividends),
   -accounting/inspection *need 5 day written notice)
   -appraisals *(d’s by sh’s shares at fav)
4. Promotors
   -enter k’s for corps
   -liable unless express novation
   -still liable if corp ratifies k (express or implied)
5. General rules of corp law
   -Have art. of form or else by laws apply
   -if both silent when comes to quorum…just need majority of outstanding votes there
6. Actions by court
7. pierce corp veil
8. Ultra vires
9. Corp by estoppel
10. Allow share holder suits
    (derivative breach of duty),
    direct(bad or good faith breach of duty), accounting(reasonable reason),
    appraisal (fmv)