MEE - Corporations & LLCs

Question 1

Corporations.
Business Judgment Rule
Decisions made by Directors and officers

Answer 1

a decision may not be challenged if was made:

• In good faith;
• With the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and
• In a manner the director/officer reasonably believed to be in the best interests of the corp

Question 2

Corporations.

When the Articles of Incorporation and the Bylaws conflict, who controls?

Answer 2

The Articles of Incorporation.

Question 3

Proxy.

Proxies are generally revocable unless

Answer 3

• They say are irrevocable AND

- are coupled with an interest.

Question 4

Proxies are revocable by:

Answer 4

• Subsequent instrument or

- By the Shareholder of record showing to the meeting and voting in person.