Corporations Flashcards
FL statute permits the removal of directors ….
With or without cause of any corporation, UNLESS such removal is restricted by the articles.
Capital structure refers to:
Debentures, common stock and preferred stock.
How do courts analyze claims of corporate opportunity?
They do so in terms of intrinsic fairness with the burden of proof on the directors.
The FL conflict of interest statute provides that the director’s K with the corporation is not void or voidable merely because of a conflict of interest if :
The K is fair and reasonable as to the corporation at the time it is authorized by the board, a committee, or the shareholders.
In the absence of a provision in the art. of inc. a quorum is attained if:
A majority of the voting shareholders are represented at the meeting on person or by proxy.
Requirement to be a director:
That he be 18 or older
A FL corporation MUST have:
A registered agent, if it main a resident office.
If a Corp is traded on a national exchange is a shareholder allowed to dissenter rights?
Note:!Two corps are wanting to merge and this shareholder doesn’t want this to happen
No.
If a corp fails to file its annual report with Dept. of State what sanctions may it face?
Involuntary dissolution and barred from bringing or defending any action in FL courts
But CAN issue additional authorized shares.
Committees must consist of at least 2 members and CANNOT :
Fill vacancies on the board of directors or in any committee
Amend bylaws or
Issue stock
A FL corporation exists when:
Dept. of state files the articles of incorporation
The FL “Control Shares Acquisition Act” :
Disenfranchises shared acquired by any control share acquisition that is defined as acquisition of shares that would, but for the Act, give the purchaser voting power crossing: 20%, 30%, or 50%.
If no record date is fixed by the board,
The record date is the close of business on the day before the first notice is delivered to the shareholders.
After signing the shareholders agreement: A must
File the agreement with the corporation but it need not be physically produced at shareholders meetings not filed with the Dept of State.
Can one person hold all the offices in a corporation?
Yes
Is a controlling shareholder liable for his nominees’s acts.
Yes.
Board of directors can make the following amendments to the articles of incorporation without shareholder action:
1) extend the duration of the corporation, if the corporation was incorporated at a time when limited duration was required
2) change the name of the corporation from “Widgets, incorporated “ to Widgets, inc of Florida
3) delete the names and addresses of the initial directors
Under FL law, proxies expire after :
11 months unless otherwise expressly provided.
The FL SC has held that the corporate veil cannot be pierced absent a showing of :
” improper conduct” such as fraud or illegality. Mere insolvency or conflict of interest are not grounds for piercing.
Proxies are irrevocable only if the proxy holder has an interest in the shares AND
The proxy provides that it is irrevocable.
At least 10 days before each shareholders meetings, the corporation must compile a complete list of shareholders of record title entitled to vote at that meeting.
Any shareholder may demand that a meeting be adjourned if the corporation has failed to compile such a list.
