Corporations

Question 0

FL statute permits the removal of directors ….

Answer 0

With or without cause of any corporation, UNLESS such removal is restricted by the articles.

Question 1

Capital structure refers to:

Answer 1

Debentures, common stock and preferred stock.

Question 2

How do courts analyze claims of corporate opportunity?

Answer 2

They do so in terms of intrinsic fairness with the burden of proof on the directors.

Question 3

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 :

Answer 3

The K is fair and reasonable as to the corporation at the time it is authorized by the board, a committee, or the shareholders.

Question 4

In the absence of a provision in the art. of inc. a quorum is attained if:

Answer 4

A majority of the voting shareholders are represented at the meeting on person or by proxy.

Question 5

Requirement to be a director:

Answer 5

That he be 18 or older

Question 6

A FL corporation MUST have:

Answer 6

A registered agent, if it main a resident office.

Question 7

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

Answer 7

No.

Question 8

If a corp fails to file its annual report with Dept. of State what sanctions may it face?

Answer 8

Involuntary dissolution and barred from bringing or defending any action in FL courts

But CAN issue additional authorized shares.

Question 9

Committees must consist of at least 2 members and CANNOT :

Answer 9

Fill vacancies on the board of directors or in any committee
Amend bylaws or
Issue stock

Question 10

A FL corporation exists when:

Answer 10

Dept. of state files the articles of incorporation

Question 11

The FL “Control Shares Acquisition Act” :

Answer 11

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%.

Question 12

If no record date is fixed by the board,

Answer 12

The record date is the close of business on the day before the first notice is delivered to the shareholders.

Question 13

After signing the shareholders agreement: A must

Answer 13

File the agreement with the corporation but it need not be physically produced at shareholders meetings not filed with the Dept of State.

Question 14

Can one person hold all the offices in a corporation?

Answer 14

Yes

Question 15

Is a controlling shareholder liable for his nominees’s acts.

Answer 15

Yes.

Question 16

Board of directors can make the following amendments to the articles of incorporation without shareholder action:

Answer 16

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

Question 17

Under FL law, proxies expire after :

Answer 17

11 months unless otherwise expressly provided.

Question 18

The FL SC has held that the corporate veil cannot be pierced absent a showing of :

Answer 18

” improper conduct” such as fraud or illegality. Mere insolvency or conflict of interest are not grounds for piercing.

Question 19

Proxies are irrevocable only if the proxy holder has an interest in the shares AND

Answer 19

The proxy provides that it is irrevocable.

Question 20

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.

Answer 20

Any shareholder may demand that a meeting be adjourned if the corporation has failed to compile such a list.