Shareholders Flashcards
Do shareholders have a right to directly control the corporation’s management?
X
What control do shareholders have over the corporation?
X
What meetings must corporations hold?
X
Who may call a special meeting?
X
Where may a meeting be held?
X
What notice of shareholder meetings is required?
X
Who is eligible to vote in shareholder meetings?
X
What must a corporation do once a record date is set for a meeting?
X
What voting entitlement do shares have?
X
What votes must corporations accept?
X
What are proxies?
X
How long does a shareholder voting proxy last?
X
Is a proxy revocable by the shareholder?
X
When may a proxy be irrevocable?
X
What kinds of proxy appointments are coupled with an interest?
X
How does death or incapacity of a shareholder affect a proxy appointment?
X
What is required at a meeting for a vote to be validly taken?
X
How many votes does each outstanding share get?
X
What vote share is required to elect a director?
XX
What vote share is required to approve a fundamental corporate change?
C
What vote share is required to remove a director?
X
What vote share is required for other matters?
X
What is cumulative voting?
X
What is straight voting?
X
What are voting trusts?
X
How is a voting trust created?
X
How long is a voting trust valid?
X
What is a shareholder management agreement?
XX
What kinds of things may shareholders potentially agree on in a shareholder management agreement?
X
What are the statutory requirements for a valid shareholder management agreement?
XX
How is the shareholder management agreement enforceable?
XCx
How does a shareholder management agreement enforceable?
X
Is a shareholder management agreement every grounds for imposing personal liability on a shareholder?
X
Can shareholders place restriction on transfers of outstanding shares?
X
What share transfer restrictions are permissible under the RMBCA?
X
How are share transfer restrictions enforceable ?
X
Can shareholders agree to limit authority of directors?
X
What were shareholders’ inspection rights at common law ?
X
What is the RMBCA’s general approach to shareholder inspection rights?
X
May a shareholder’s inspection right be limited?
X
What happens if a corporation does not allow a required inspection?
X
What are preemptive rights?
X
May preemptive rights be waived?
X
How are preemptive rights limited?
X
What types of suits may shareholders bring?
X
What is a direct action?
X
What kind of recovery can a shareholder get in a direct action?
X
What is a derivative action?
X
What is the standing requirement for a derivative action?
X
What are the demand requirements for shareholder derivative actions?
X
Who is the defendant in a shareholder action?
X
When may a corporation bring a motion to dismiss a derivative suit?
X
How should a court rule on a motion to dismiss in a derivative suit?
X
How may a derivative suit be settled or discontinued?
X
When may a court order a party in a derivative action pay the other side’s reasonable expenses?
X
What are distributions?
X
What are the three types of distribution?
X
What distribution rights are required?
X
Who has the decision to declare distributions?
Xx
Do shareholders have a right to compel distributions?
D
What solvency requirements exist for distributions?
X
May the articles of incorporation restrict a board’s right to declare dividends?
X
What does the RMBCA say about share dividends?
X
Do shareholders need to have equal rights to distribution?
X
What are non cumulative preferred shares?
X
What are cumulative preferred shares?
X
What are cumulative if earned shares?
X
What are participating shares?
X
Who may receive declared dividends?
C
What rights do shareholders have after declaration?
X
What liability do directors have for unlawful distributions?
X
What general duties do shareholders have?
X
What liability may a shareholder have pursuant to a shareholder agreement?
C
What duties do shareholders have in a close corporation?
X
What common law limitations exist on controlling shareholders?
X
Are controlling shareholders liable for selling shares at a premium?
X
What is the traditional view of what funds may be used for a distribution?
X
What is earned surplus?
X
What is stated capital?
D
What is capital surplus?
X
What is the modern view of what funds may be used in a distribution?
X
