Corps Flashcards
BOD - special meeting
- must provide proper notice of special meeting
- must include full description of its purpose
- must notify all SH eneitled to vote
- extra: all SH should be notified if fundamental corp change (dissolution)
Under RMBCA, notice should be give
notification more than 10 days and less than 60 days before meeting, unless there is a written waiver
How can SH vote
By proxy or in person
SH proxy
must sign an appointment form or make verificable electronic transmission
Proxy irrevocable
proxy is irrevocable if coupled with an interest and states that its “irrevocable”
how can you revoke proxy
any action contrary to proxy, such as showing up or notice
notice waived if
show up to meeting
Quorum
- needed for meeting
- majority of votes entitled to cast on matter
Business Judgment Rule
presumption that in making of business decision, Ds of crop acted on an informed basis, in good faith and in honest belief that the action taken was in the best interest of company
BJR protects
protects against duty of care breach
Duty of care
Ds must make become informed
informed basis (DC)
may rely on info, opinions, reports, or statments of corporate officers
informed basis (unwarranted)
If Ds rely on info when they have knowledge that reliance is unwarranted = not protected from liability under BJR
BJR director on both sides
BJR does not apply
- must use good faith business judgment where not interested in subject of transaction
MBCA exculpatory
permits provisions that protects D from liability from breached of duty of care, but not for liability “for amount of a financial benefit received by a director to which he is not entitled.
