Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Bar Exam > Corporations > Flashcards

Corporations Flashcards

You may prefer our related Brainscape-certified flashcards:
MBE flashcards
1
Q

Promoter liablity exceptions

A
  1. 3rd party knows the C doesn’t exist but promises to look to C only for liability
  2. Novation w/ 3rd party
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Corporate liability for pre-incorporation agmts

A

Not liable, unless:

  • Express adoption
  • Implied adoption
  • w/ full K of K, accepts bennies
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Lack of good faith effort to incorporate

A

You are a promoter and personalyl liable

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

De Facto Corp.

A
  1. Good faith effort
  2. Operate as if it were a corp
  3. Not know that incorp reqs failed
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Piercing the corporate veil

A

“Necessary to prevent fraud, illegality, or acheive equity”

  • Excessive domination
  • Personal vs corporate gain
  • illegal biz or fraud
  • No corporate formalities
  • Inadequate capitalization
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Amending the certificate of incorp

A

Majority of SHs

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Amending by-laws

A
  • SHs via majority vote
  • BOD if in articles of incorp
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

SHs entitled to vote on . . .

A
  • directors
  • Amendments to articles of incorp
  • sale of all or substantially all of assets
  • Mergers and consolidations
  • Dissolution
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Adversely affect a class?

A

They get to vote as a class

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Revoking a proxy vote

A
  • request in writing
  • turning in another proxy
  • attending mtg in person
  • Death/Incompetence only if written notice received before proxy vote
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Irrevocable proxy

A
  1. State so
  2. Given to someone w/ a coupled interest
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Inspection of records

A
  • During normal biz hours
  • 5 days written notice
  • proper purpose

NY limits records to:

  • MInutes of SH mtgs
  • List of SHs of record
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Demand upon bd

A

Not required if:

  • Futile
  • self interest or otherwise harming the corp
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Removing a director

A
  • For cause by SH
  • self- dealing
  • waste
  • usurping corp opps
  • W/o cause by SH
  • if allowed in articles or SH approved by-law
  • Directors for cause
  • if allowed in SH by laws
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Fidiciary Duties

A
  1. DUty of care
  2. Duty of loyalty
  • self-dealing
  • usurpation
  • entrenchment
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

NY Interested director cleansing statute

A
  1. Conflict disclosed and approved (via normal process) by bd w/o counting interested Ds
  2. Conflict disclosed and disinterested Ds approved unanimously
  3. Conflict disclosed to SHs, and they approve by majority
17
Q

Saving an interested Director deal

A
  1. NY saving statute
  2. Otherwise fair and reasonable
    - look to see if corp received something of comparable value
18
Q

Usupration of corp opp

A
  1. Tangible expectancy test
    - existing interest
    - expectancy
    - actively seeking
  2. Line of business test
    - broader
    - w/n current/expected line of business
19
Q

Director indemnification

A
  1. Mandatory
    - successful defense
    - ct ordered
  2. Permissive -
    - good faith
    - no reasonable belief that conduct was unlawful
  3. Probited -

SH derivative suit

20
Q

Procedure for merger

A
  1. Boards of each corp must approve
  2. SHs of each corp must approve
  3. certificate of merger delivered to NY Dept of State
21
Q

SH approval for merger/asset sale

A
  • Before 2/22/1998 –> 2/3 of shares
  • After 2/22/98 –> majority
22
Q

Short form merger

A

If parent owns 90% or more –> merger w/o approval of subsidiary

23
Q

When a buyer becomes liable for seller corp’s liabilities

A

Four situations:

  • Expressly assumes
  • when asset sale = de facto merger
  • mere continuation
  • designed to defraud seller’s creditors
24
Q

Dissenting SH right of appraisal

A

Three situations:

  • Dissent in merger/consolidation
  • Sale of all or sub all of assets
  • Amendment to article where such amend materially and adversely affects SH
25
Q

Voluntary Corporate Termination

A
  • SH authorization
  • Corp formed B4 2/22/98 –> 2/3 SJ vote
  • formed after 2/22/98 –> majority of SH
  • Occurence of event w/n articles
26
Q

Involuntary Corporate Dissolution

A
  • State
  • SHs
  • Directors
27
Q

Involuntary corp termination by state

A
  • formation was based on fraud
  • engages in illegal or fraudulent business
  • abuse of corp power
  • fails to pay fees/taxes
28
Q

SH involuntary termination of corporation

A
  • Insufficient assets
  • Beneficial action
  • Deadlock
    • Requires at least 50%
  • Oppressive conduct
    • closely-held corp
    • minority SH owns at least 20%
    • “substantially defeats the reasonable expectations of the minority SH
    • Controlling SHs may “buy out” minority at reasonable price
29
Q

Director involuntary termination of corp

A
  • Insufficient assets
  • Beneficial action
30
Q

Types of stock

A
  1. Common
  2. Preferred (only if articles authorize)
31
Q

Preferred stock liquadation preference

A

valid only after all creditors of corp (employee wages have priority over outside creditors)

32
Q

SH preemptive rights

A

Before 2/22/98 –> yes

After –> No

33
Q

Distribution of dividends

A

At discretion of board of directors, unless:

  • abuse of discretion
  • bad faith
34
Q

NY Legal Capital Rule

A

Before distribution of dividends:

  1. Insolvency determination (unable to pay debts)
  2. Surplus/Net Profits determination
  • Surplus? max distribution is that surplus
  • Zero/negative? max distribution is net profits of that year or previous year
35
Q

Close Corps

A
  1. Not traded publicly
  2. Directors = Officers usually
  3. Alienation of shares restricted
  4. 10 largest SHs = personally liable for all debts/wages owed to emps but not ICs
36
Q

Futile

A
  1. when the board is comprised of a majority of interested directors,
  2. controlled by an interested director, or
  3. the terms of the deal are so egregious that the Board must not have made a valid inquiry into the deal in the first place.

Bar Exam (18 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions