Corps

Question 1

Organizing A Corp

Answer 1

Paper, Person, Act Paper - AoC Person - Incorporator can be person or entity Act - file with SoS. If accept, corp formed.

Question 2

Promoter and Liability of Corp for K prior to Incorp

Answer 2

Promoter lib unless novation or ASS not lib. Corp liable if adopt E or I. E = OA + KMF I = AB. KMF + P w/A + Con/Acq

Question 3

Subscriptions

Answer 3

Written offer to buy stock from corp Preincorp - irrevocable for 6 months. Post-incorp - revocable until BoD accepts

Question 4

Directors Role in Corp

Answer 4

Not As of corp. Must act together. Make big decisions, set BoD and Officer salaries. Appoint Os.

Question 5

D&O Indemnification

Answer 5

Must - PoMoO May - GF + BIOCorp Cannot - DoL violation

Question 6

Director Voting - for resolutions

Answer 6

Q + maj of Q. Can break.

Question 7

Officer’s Role in Corp

Answer 7

As of corp. ActA if BoD gives, but BoD can’t give power they don’t have. AppA to bind in OrdC. ExtraOrdC BoD must authorize.

Question 8

DoC

Answer 8

BJR = P BD V if act in Informed + gF + RPP + HB that BIOCorp. Can rely on others Burden on π.

Question 9

Conflicted Interest Transaction

Answer 9

KAM. I am not conflicted in how I feel about KAM. ∆ has Knowledge Approves K Material Financial Benefit

Question 10

Corp Opp

Answer 10

For the LIFE of me I can’t figure out when you won’t give this opp to the corp first Line of business Interest/Expectancy Found on co time/resources

Question 11

Defenses to Liability for DoL

Answer 11

Fair @ time Majority of disinterested SHs or Directors approve.

Question 12

AoC can eliminate personal liability for directors unless

Answer 12

IM not going to excuse you from a DUI Intentional Misconduct/Crime Distribution unlawfully approved Usurp corp opp Improper Personal Benefit

Question 13

PCV

Answer 13

API + Interest of Justice Requires Pierce ABCCDEF Alter Ego Bad Faith use of corporate form Commingling of assets Created to perpetuate fraud Deception of creditors Enter corp undercapitalized Fail 2 Follow Formalities

Question 14

Remedy for usurping corp opp?

Answer 14

Constructive Trust

Question 15

SH Voting - who?

Answer 15

RO on RD unless 1) Proxy 2) Death. or Voting Agreement.

Question 16

SH voting - electing directors

Answer 16

Plurality unless Cum Vote.

Question 17

SH voting - remove director

Answer 17

Maj entitled

Question 18

SH voting - fund corp change

Answer 18

Maj entitled

Question 19

Voting by Proxy

Answer 19

11 REIndeer Went 2 SAW VET (reindeer are proxy for santa) 11 months presumed valid Revocable - unless expressly says no or Interest coupled w. Writing 2+, last in time wins Signed Appointment Form Verified Electronic Transmission

Question 20

Result of Notice Defects

Answer 20

Actions voidable unless waive - E or I

Question 21

2 ways to waive notice defects

Answer 21

E - Waive in signed writing I - SH comes to mtg, doesn’t object

Question 22

Lawsuit by SH v Corp

Answer 22

SH file IF WOULD harm SHs or Corp. Illegal, Fraud, Wilful Oppression or Unfair, Lack of Decorum

Question 23

Derivative Suit

Answer 23

SAD fo 90 days writing to corp about my grievances Standing - Adequately rep interests Demand on corp in writing unless futile, wait 90 days to sue. Remedy directly to corp Can be dismissed if not found to be in BIOCorp Settle only w/ court approve.

Question 24

Actions Requiring SH Amendment

Answer 24

A DAMN SALAD Amend AoC Dissolution (voluntary) Asset Sale > 75% Merger Name change Surety Agent for SoP change Location of HQ change Abolishing or limiting director liability Director loans

Question 25

SH inspection of books/records

Answer 25

For a proper purpose affecting rights as SH- make demand on corp. Must give 5 days notice. Can bring atty, accountant, or other with you.

Question 26

SH Appriasal rights

Answer 26

PAM C Preemptive Rights Asset Sale Merge Cumulative Voting

Question 27

Appraisal

Answer 27

In close corp (market out exception in publicly traded corp), if don’t agree w/ fund decision, demand corp to buy back your stocks. Process: ONO, What Delicate Skates! Corp must sue to determine FV Object No Vote in SH mtg. Written Demand to Corp Deposit Shares w/ Corp. If Corp doesn’t like can sue to determine FMV.

Question 28

When can SH seek judicial dissolution?

Answer 28

Corporate waste, oppression in close corp, or SH failed @ consecutive mtgs to fill BoD vacancy. In close corp: court could order buyout of objective SH.

Question 29

Process to Amend AoC

Answer 29

BoD proposes, pass resolution. BoD calls SH mtg, written notice 60-10 days before. SH Q, if Q, needs maj of shares outstanding. If approve, file amended AoC with SoS.

Question 30

SH and Director Voting

Answer 30