mini review Flashcards
Formation
promoters are PERSONALLY liable until NOVATION and fiduciaries.
- Subscribers are irrevocable for 6 months
- Articles=APAIN
- stock holders are not liable unless pierce the corporate veil
issuance of corp
par value = mnimum issuance
- preemptive rights = maintian ownership
dir/off liability
1) duty to mange
2) business judgment rule
3) fiduciaries
(care- prudence unless in articles)
(loyalty, no unfair benefits unless full advanced disclosure and independent ratification
share holders rights derivative suits
contemporenou ownership
2) adequacy
3) demand
share holders rights voting
only record date owner votes, no one else does
share holders rights proxies
revocable unless
1) labeled irrevocable and
2) coupled with interest
share holders rights quorum
majority of all SHARES (not peopl)
share holders rights vote
casted in FAVOR exceeds casted against
share holders rights cumulative voting
sharesXslots (presumed in IL)
share holders rights dividends
are discretionary unless insolvent
- common paid lat
- preferred paid 1st
- participating (paid twice)
- cumulative (over years)
alternative business org eliminating formalities (closely-held)
1) unanimous election +
2) share transfere restrictions =
3) no piercing and likely s corp status
alternative business org P.C.
just ONE profession AND
2) limited liability
alternative business org LLC
1) limited liability
2) limited liquidity
3) limited life and
4) limited tax
fundamental change (5 steps)
1) board resolves
2) special notice
3) majority of all shares (2/3 IL)
4) dissenters rights
5) notice to state
