Corporations Essay Approaches Flashcards
Shareholder Derivative Suit
Standing
Demand Upon the Board
Boardmember’s Duty of Care
Reasonably Prudent Person
Business Judgment Rule
Boardmember’s Duty of Loyalty
Reasonably Prudent Person, subject to any special knowledge the boardmember has
Violation Y/N
Self Dealing/Related Persons
Safe Harbor Rule
Fundamental Corporate Change
Sale or transfer of assets implicating a merger
Shareholder Voting Pools
Binding Agreement
Retained Stock Ownership, may be specifically enforced
Shareholder Proxy Voting
(a) In writing
(b) Valid for 11 months
(c) Revocable unless provided
Director Proxy Voting
Not allowed
Board Meetings/Approvals
Valid quorum, assent of a majority of the quorum
Shareholder Approval
For fundamental corporate changes
Quorum requirement
Subject to any ‘controlling shareholders’ - who may have a fiduciary duty to minority shareholders
Ultra Vires
Corporation’s Articles of Incorporation
Narrow Business Purpose
Acting Outside the Purpose - does not automatically void the K
Removal of Directors
Substantial Grounds
By Shareholders
W/O cause unless AOI says otherwise
Piercing the Corporate Veil
Breaching the concept of limited shareholder liability
Totality of Circumstances
‘Alter-ego’ or facade of a corporation
De facto v de jure corporation
Statutory requirements for Incorp, shielded shareholders
Failed requirements, but good faith
Corporate Vicarious Liability
Scope of Employment - detour v. frolic
Promoter/Liability for Pre-Incorporation Agreements
Promoter identification
Novations
Express/Implied adoption of contracts
Estoppel
