shareholders Flashcards
shareholder acronym
MVA MAIL
meetings
voting
agreement
management agreement
inspection
lawsuit
how often are meetings required
at least once a. year
2 kinds of meetings
annual
special
what is required for both types of meetings
written notice
time date place
b/w 10-60 days before
when is notice required if voting on fundamental corp change?
25-60 days before meeting
what must be included in the notice for a special meeting?
topic
how do you waive notice requirement
written waiver
attending
when does attendance not waive
object to notice at beginning
how many votes per share?
one
who votes?
record owner on record date
who establishes record date
board
cant be over 70 days before meeting
most common things to vote on
b/d change
fundamental corp change
how many s/h need to be present to vote
quorum
how many votes do directors need to win
plurality
way to allocate votes to help unpopular directors
cumulative voting
how do you proxy vote
in writing delivered to corp/agent
valid for 11 m
how to make a proxy irrevocable?
says it is + coupled w/ interest
shareholder management agreement
s/h alter way corp is managed
even if inconsistent with normal provisions
what can a s/h management agreement do?
eliminate board
authorize making distributions
pick officers
s/h management agreement requirements
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
inspection requirements
signed written notice to corp 10 days before
during normal office hours
maybe you need a proper purpose
what dont you need a proper purpose to inspect?
articles
bylaws
annual reports
director info
s/h meeting minutes
what is a proper purpose?
relevant to s/h interest in corp
good faith
what do you need a proper purpose to inspect?
b/d minutes
accounting
s/h list
what do you need a proper purpose to inspect?
b/d minutes
accounting
s/h list
additional shareholder requirements for proper purpose inspections
s/h for at least 6 m or own 5%
describe in reasonable particularity
types of s/h lawsuits where s/h = P
direct
derivative
direct s/h suit
company car hit me
harm linked to s/h rights
how do you start a derivative suit?
current s/h
written demand for board to take action
what if the board doesnt respond to written demand?
if no response in 90 days, s/h may take action
what if the board rejected demand?
s/h in suit states corp review was not complied with
when could a court dismiss the derivative suit?
if disinterested directors
conducted adequate review
good faith determination lawsuit not in corp best interest
submit short statement
where does recovery go if s/h win a derivative suit?
to corp
what issue if s/h = D?
pierce corp veil
what to look for for PCV?
disrespect to corp formalities
corp used to promote fraud or injustice
examples of disrespect to corp formalities
lack of required meetings or minutes
commingling funds
examples of fraud or injustice
lack of capitalization
lying
s/h abusing limited liability
