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Corporations > Shareholders > Flashcards

Shareholders Flashcards

1
Q

Do shareholders have a right to directly control the corporation’s management?

A

X

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2
Q

What control do shareholders have over the corporation?

A

X

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3
Q

What meetings must corporations hold?

A

X

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4
Q

Who may call a special meeting?

A

X

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5
Q

Where may a meeting be held?

A

X

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6
Q

What notice of shareholder meetings is required?

A

X

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7
Q

Who is eligible to vote in shareholder meetings?

A

X

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8
Q

What must a corporation do once a record date is set for a meeting?

A

X

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9
Q

What voting entitlement do shares have?

A

X

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10
Q

What votes must corporations accept?

A

X

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11
Q

What are proxies?

A

X

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12
Q

How long does a shareholder voting proxy last?

A

X

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13
Q

Is a proxy revocable by the shareholder?

A

X

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14
Q

When may a proxy be irrevocable?

A

X

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15
Q

What kinds of proxy appointments are coupled with an interest?

A

X

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16
Q

How does death or incapacity of a shareholder affect a proxy appointment?

A

X

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17
Q

What is required at a meeting for a vote to be validly taken?

A

X

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18
Q

How many votes does each outstanding share get?

A

X

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19
Q

What vote share is required to elect a director?

A

XX

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20
Q

What vote share is required to approve a fundamental corporate change?

A

C

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21
Q

What vote share is required to remove a director?

A

X

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22
Q

What vote share is required for other matters?

A

X

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23
Q

What is cumulative voting?

A

X

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24
Q

What is straight voting?

A

X

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25
Q

What are voting trusts?

A

X

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26
Q

How is a voting trust created?

A

X

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27
Q

How long is a voting trust valid?

A

X

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28
Q

What is a shareholder management agreement?

A

XX

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29
Q

What kinds of things may shareholders potentially agree on in a shareholder management agreement?

A

X

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30
Q

What are the statutory requirements for a valid shareholder management agreement?

A

XX

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31
Q

How is the shareholder management agreement enforceable?

A

XCx

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32
Q

How does a shareholder management agreement enforceable?

A

X

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33
Q

Is a shareholder management agreement every grounds for imposing personal liability on a shareholder?

A

X

34
Q

Can shareholders place restriction on transfers of outstanding shares?

A

X

35
Q

What share transfer restrictions are permissible under the RMBCA?

A

X

36
Q

How are share transfer restrictions enforceable ?

A

X

37
Q

Can shareholders agree to limit authority of directors?

A

X

38
Q

What were shareholders’ inspection rights at common law ?

A

X

39
Q

What is the RMBCA’s general approach to shareholder inspection rights?

A

X

40
Q

May a shareholder’s inspection right be limited?

A

X

41
Q

What happens if a corporation does not allow a required inspection?

A

X

42
Q

What are preemptive rights?

A

X

43
Q

May preemptive rights be waived?

A

X

44
Q

How are preemptive rights limited?

A

X

45
Q

What types of suits may shareholders bring?

A

X

46
Q

What is a direct action?

A

X

47
Q

What kind of recovery can a shareholder get in a direct action?

A

X

48
Q

What is a derivative action?

A

X

49
Q

What is the standing requirement for a derivative action?

A

X

50
Q

What are the demand requirements for shareholder derivative actions?

A

X

51
Q

Who is the defendant in a shareholder action?

A

X

52
Q

When may a corporation bring a motion to dismiss a derivative suit?

A

X

53
Q

How should a court rule on a motion to dismiss in a derivative suit?

A

X

54
Q

How may a derivative suit be settled or discontinued?

A

X

55
Q

When may a court order a party in a derivative action pay the other side’s reasonable expenses?

A

X

56
Q

What are distributions?

A

X

57
Q

What are the three types of distribution?

A

X

58
Q

What distribution rights are required?

A

X

59
Q

Who has the decision to declare distributions?

A

Xx

60
Q

Do shareholders have a right to compel distributions?

A

D

61
Q

What solvency requirements exist for distributions?

A

X

62
Q

May the articles of incorporation restrict a board’s right to declare dividends?

A

X

63
Q

What does the RMBCA say about share dividends?

A

X

64
Q

Do shareholders need to have equal rights to distribution?

A

X

65
Q

What are non cumulative preferred shares?

A

X

66
Q

What are cumulative preferred shares?

A

X

67
Q

What are cumulative if earned shares?

A

X

68
Q

What are participating shares?

A

X

69
Q

Who may receive declared dividends?

A

C

70
Q

What rights do shareholders have after declaration?

A

X

71
Q

What liability do directors have for unlawful distributions?

A

X

72
Q

What general duties do shareholders have?

A

X

73
Q

What liability may a shareholder have pursuant to a shareholder agreement?

A

C

74
Q

What duties do shareholders have in a close corporation?

A

X

75
Q

What common law limitations exist on controlling shareholders?

A

X

76
Q

Are controlling shareholders liable for selling shares at a premium?

A

X

77
Q

What is the traditional view of what funds may be used for a distribution?

A

X

78
Q

What is earned surplus?

A

X

79
Q

What is stated capital?

A

D

80
Q

What is capital surplus?

A

X

81
Q

What is the modern view of what funds may be used in a distribution?

A

X

Corporations (6 decks)

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