Corporations

Question 1

corporation formation

Answer 1

articles of incorporation + bylaws

Question 2

articles of incorporation (SPAWN)

Answer 2

share info + per value + address + why corp + name

Question 3

de facto corp

Answer 3

try to incorp in good faith + failed SPAWN factor (didn’t know) + doing biz under corp name

Question 4

bylaws

Answer 4

gov docs (not req)

Question 5

pre-incorporation liability

Answer 5

promoter liable until corp unless novation

Question 6

shareholder liability

Answer 6

not normally liable w. personal assets unl. SAL

serious undercapitalization
alter-ego (shell co)
lack of formality

Question 7

stock issuance

Answer 7

cannot issue more than auth amt

Question 8

common stock

Answer 8

entitled to dividends and distr

Question 9

preferred stock

Answer 9

priority in dividends and distr

Question 10

withholding dividends

Answer 10

cannot be done in bad faith

Question 11

corp shareholder rights

Answer 11

entitled to vote + inspect books

Question 12

corp director responsibility

Answer 12

board makes decisions w. quorum

Question 13

corp mtg notice

Answer 13

shareholders: 10-60 days
directors: 2 days

Question 14

corp officers

Answer 14

run day to day
duty of care + informed decisions

Question 15

business judgment rule

Answer 15

only protects good faith actions

Question 16

duty of loyalty (DCIT)

Answer 16

director conflict interesting transaction

Question 17

if DCIT, damn. spit. frick.

Answer 17

disinterested director approval
shareholder approval
fair

Question 18

merger

Answer 18

company A merges into company B

Question 19

consolidation

Answer 19

company A and company B become company C

Question 20

sale of substantially all corp assets

Answer 20

need shareholder approval

Question 21

derivative claim

Answer 21

shareholder on behalf of corp

written demand to board unl futile

Question 22

direct claim

Answer 22

shareholder rights were violated

Question 23

judicial corp dissolution

Answer 23

illegality or corp assets wasted

Question 24

voluntary corp dissolution

Answer 24

special mtg + all shareholders told + majority

Question 25

LLC formation

Answer 25

OpAg + one person

Question 26

OpAg

Answer 26

bylaws and day to day rules

Question 27

OpAg amendment

Answer 27

req majority

Question 28

member managed LLC

Answer 28

all members run everything

each member is an agent

Question 29

manager managed LLC

Answer 29

1+ managers run it

Question 30

LLC dissolution

Answer 30

not until all members leave or consent