Model Answer Flashcard
Major headings for Q1
-duty of care
-duty of loyalty
-tender offer and response
-sale of assets
-mergers
-piercing the veil
-securities fraud
-insider trading
-requesting more information
-derivative/direct claims
what are the minor headings for duty of care
-BJR as a presumption
what are the minor headings for duty of loyalty
-bad faith
-conflicted transactions
-taking of a corporate opportunity
what are the minor headings for tender offer and response
-williams act
-features of defenses
-some defenses
-UNOCAL analysis
-Revlon duties
-controlling shareholder tender offers
what are the minor headings for sale of assets
-hollinger analysis
-zetlin
-time
-QVC
what are the minor headings for mergers
-both companies have voting rights
-exceptions
-Weinberger
-can shift B/P by using an independent committee
what are the minor headings for piercing the veil
-fraud OR
-Fletcher/alter-ego identificiation
-injustice claim
what are the minor headings for securities fraud
-10b5
what are the minor headings for insider trading
-options considered securities
-disclose or abstain
-magnitude of mergers on materiality
what are the minor headings for requesting more information
-§220 request
what are the minor headings for direct/derivative claims?
-derivative
-direct
what are the major headings for Q2
-partnership
-sole proprietorship
-closely held corporation
what are the minor headings for partnership
-partnership creation
-rights and duties of a partnership
-partnership dissolution
what are the minor headings for sole proprietorship
-business by one person
-heavy overlap between business/personal
-employees working for him/her
what are the minor headings for closely held corporation
-characteristics
-treatment
-voting agreements
-duty of care
-duty of loyalty
-oppression
-squeeze out
-direct v. derivative claim
