shareholders

Question 1

shareholder acronym

Answer 1

MVA MAIL

meetings
voting
agreement
management agreement
inspection
lawsuit

Question 2

how often are meetings required

Answer 2

at least once a. year

Question 3

2 kinds of meetings

Answer 3

annual

special

Question 4

what is required for both types of meetings

Answer 4

written notice

time date place

b/w 10-60 days before

Question 5

when is notice required if voting on fundamental corp change?

Answer 5

25-60 days before meeting

Question 6

what must be included in the notice for a special meeting?

Answer 6

topic

Question 7

how do you waive notice requirement

Answer 7

written waiver

attending

Question 8

when does attendance not waive

Answer 8

object to notice at beginning

Question 9

how many votes per share?

Answer 9

one

Question 10

who votes?

Answer 10

record owner on record date

Question 11

who establishes record date

Answer 11

board

cant be over 70 days before meeting

Question 12

most common things to vote on

Answer 12

b/d change

fundamental corp change

Question 13

how many s/h need to be present to vote

Answer 13

quorum

Question 14

how many votes do directors need to win

Answer 14

plurality

Question 15

way to allocate votes to help unpopular directors

Answer 15

cumulative voting

Question 16

how do you proxy vote

Answer 16

in writing delivered to corp/agent

valid for 11 m

Question 17

how to make a proxy irrevocable?

Answer 17

says it is + coupled w/ interest

Question 18

shareholder management agreement

Answer 18

s/h alter way corp is managed

even if inconsistent with normal provisions

Question 19

what can a s/h management agreement do?

Answer 19

eliminate board

authorize making distributions

pick officers

Question 20

s/h management agreement requirements

Answer 20

in articles and approved by all s/h at that time

OR

written agreement signed by all s/h at the time and notice to corp

Question 21

inspection requirements

Answer 21

signed written notice to corp 10 days before

during normal office hours

maybe you need a proper purpose

Question 22

what dont you need a proper purpose to inspect?

Answer 22

articles
bylaws
annual reports
director info
s/h meeting minutes

Question 23

what is a proper purpose?

Answer 23

relevant to s/h interest in corp

good faith

Question 24

what do you need a proper purpose to inspect?

Answer 24

b/d minutes
accounting
s/h list

Question 24

what do you need a proper purpose to inspect?

Answer 24

b/d minutes
accounting
s/h list

Question 25

additional shareholder requirements for proper purpose inspections

Answer 25

s/h for at least 6 m or own 5%

describe in reasonable particularity

Question 26

types of s/h lawsuits where s/h = P

Answer 26

direct

derivative

Question 27

direct s/h suit

Answer 27

company car hit me

harm linked to s/h rights

Question 28

how do you start a derivative suit?

Answer 28

current s/h

written demand for board to take action

Question 29

what if the board doesnt respond to written demand?

Answer 29

if no response in 90 days, s/h may take action

Question 30

what if the board rejected demand?

Answer 30

s/h in suit states corp review was not complied with

Question 31

when could a court dismiss the derivative suit?

Answer 31

if disinterested directors

conducted adequate review

good faith determination lawsuit not in corp best interest

submit short statement

Question 32

where does recovery go if s/h win a derivative suit?

Answer 32

to corp

Question 33

what issue if s/h = D?

Answer 33

pierce corp veil

Question 34

what to look for for PCV?

Answer 34

disrespect to corp formalities

corp used to promote fraud or injustice

Question 35

examples of disrespect to corp formalities

Answer 35

lack of required meetings or minutes

commingling funds

Question 36

examples of fraud or injustice

Answer 36

lack of capitalization

lying

s/h abusing limited liability