Corporations Flashcards
corporation formation
articles of incorporation + bylaws
articles of incorporation (SPAWN)
share info + per value + address + why corp + name
de facto corp
try to incorp in good faith + failed SPAWN factor (didn’t know) + doing biz under corp name
bylaws
gov docs (not req)
pre-incorporation liability
promoter liable until corp unless novation
shareholder liability
not normally liable w. personal assets unl. SAL
serious undercapitalization
alter-ego (shell co)
lack of formality
stock issuance
cannot issue more than auth amt
common stock
entitled to dividends and distr
preferred stock
priority in dividends and distr
withholding dividends
cannot be done in bad faith
corp shareholder rights
entitled to vote + inspect books
corp director responsibility
board makes decisions w. quorum
corp mtg notice
shareholders: 10-60 days
directors: 2 days
corp officers
run day to day
duty of care + informed decisions
business judgment rule
only protects good faith actions
duty of loyalty (DCIT)
director conflict interesting transaction
if DCIT, damn. spit. frick.
disinterested director approval
shareholder approval
fair
merger
company A merges into company B
consolidation
company A and company B become company C
sale of substantially all corp assets
need shareholder approval
derivative claim
shareholder on behalf of corp
written demand to board unl futile
direct claim
shareholder rights were violated
judicial corp dissolution
illegality or corp assets wasted
voluntary corp dissolution
special mtg + all shareholders told + majority
