July '06 Flashcards
In what ways, if any, does the pledge of her Coop’s stock restrict Graves’ rights as a stockholder
The pledge will not restrict Graves’ rights as a stockholder until and unless the shares are transferred into the name of the Bank of Waverly.
L. A shareholder whose shares are pledged is entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.
What are Graves’ rights with respect to obtaining copies of or inspecting the books of account? Explain fully
Graves has a right to inspect and copy, but does not have a right to copies being sent to her.
A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection D and delivers a signed written notice to the corporation’s secretary of the shareholder’s demand at least 10 business days before the date on which the shareholder wishes to inspect and copy
If Graves attends the August 30 meeting, will her attendance constitute a waiver of any objections she might have to the lack of written notice or can she take steps to preserve her objections to the holding of the meeting and the proposed stockholder vote?
B. A shareholder’s attendance at a meeting:
- Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
- Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
no-fault divorce living “separate and apart” under the same household
In Bchara v. Bchara (2002), after a wife found a videotape of her husband having sex with another woman, she then moved all of his belongings into another bedroom, and they stopped having sex. The wife also asked her husband repeatedly to move out of the house, no longer deposited funds into the parties’ joint bank accounts, and she ceased attending church and other family functions with her husband. She had a corroborating witness visit the house once a week, who later testified that the parties were no longer living as a married couple. The husband argued that the parties were still cohabiting, as the wife continued to buy groceries, cook, and clean. However, the Court of Appeals found these facts alone were insufficient to prove that the parties were cohabiting.
whether the house is marital property and should be equally divided between them.
[I] wife can trace her separate money into the purchase of the house; [2] the land was owned during the marriage by both parties as Tenants by the Entirety; [3] commingling and that for there to be commingling there must have been an intent to commingle.
MTD for Lack of personal jurisdiction?
The federal court sitting in Virginia would apply Virginia’s Long Arm Statute, Va. Code S8.01-328 et seq in determining if it can properly acquire long arm jurisdiction over AJ. Answer to whether the court should dismiss the action for lack of in personam jurisdiction should discuss the two prong analysis required [I] on the facts presented, under the International Shoe holding, can long arm jurisdiction be constitutionally obtained; and [2] under the specifics of Virginia’s Long Arm statute, do the facts qualify?
MTD for improper venue?
With the motion to dismiss for want of venue, venue is an issue of federal, not state, law. Under 28 USC §1406(a), failure of venue can result in dismissal, or if it is in the interest of justice, a transfer to a forum where venue does lie. On these facts, the court should not dismiss the case, if it finds venue does not lie in the court where the case was filed but it being in the interest of justice, the court should transfer the case to Florida.
transfer venue to the United States District Court for the Middle District of Florida (Orlando Division)
Venue is established under 28 USC §1391(a), where jurisdiction is based only on diversity, as (1) where any defendant resides, if all defendants reside in the same State, (2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred.
under 28 USC 51406 the interest of justice would require a transfer to Florida.
under 28 USC §1404(a) the court should grant AJ’s motion to transfer for the convenience of the witnesses and parties.
Who is a principal in the 2d degree?
A principal in 2nd degree must [I] be actively or constructively present at the commission of the crime; [2]( possess the requisite intent; and [3] commit an overt act such as inciting, encouraging, advising, or assisting in the commission of the crime [ie lookout].
With felonies, accessories before the fact and principals in the 2nd degree may be indicted, tried, convicted & punished as a principal in the first degree.
Was the judge correct in denying motion to vacate the order granting a jury trial?
Neither the court nor the Commonwealth concurred in the waiver of trial by jury. All three must concur and the record must show the concurrence.
When to impeach a witness?
A defendant’s has a strong\ right to impeach a witness including showing the witness is biased in favor of the prosecution.
dismiss the indictment and vacate the order that Junior be tried as an adult for lack of jurisdiction.
Exclusive jurisdiction to conduct preliminary hearings on a charge against a juvenile is vested in the Juvenile & Domestic Relations District Courts and the failure for this court, as opposed to the General District Court, to hold the preliminary hearing is a jurisdictional defect that can be raised at any time.
Which terms prevail if a later will did not expressly revoke an earlier will?
A later will that does not expressly revoke an earlier will supercedes the earlier will to the extent of inconsistency, but otherwise, provisions of the earlier will may remain effective.
When is partial intestacy when a will exists?
Neither will makes a complete disposition of all of decedent’s property, there is partial intestacy.
What’s the effect of a divorce on the will that includes or in favor of a former spouse?
The subsequent divorce operates to revoke all provisions in favor of a former spouse.
