VA Corporations Essays Rule Statements Flashcards
share holders, officers, directors, and managers of a corporation are not liable for the corporation’s debts unless
they agree otherwise, the debts arise from the shareholder’s, officers, etc., own tort, or there are grounds to piece the corporate veil of limited liability
the corporate veil will be pierced only
1) when the shareholders treat the corporation as their “alter ego” by ignoring corporate formalities, using corporate funds for personal debts
2) whent he corporation is undercapitalized, and
3) to prevent fraud
termination of a corporation’s exitence by the SCC does/does not terminate corporate liabilities, and it does/does not create liabilities of the stockholders or directors for authorized business transaction
does not, does not
a corporation can/cannot issue stock for promises to pay cash or provide services
can, used to not be able to but now can, but he remains liable on his obligation unitil the full consideration amount is paid and a creditor of an insolvent corp may be able to step into the corp’s shoes to enforce the promise
the virginia code gives directors discretion to determine whether consideration other than money is
sufficient to pay for shares, and their good faith valuation of the consideration is conclusive
when an agent enters into a contrqct on behalf of a principal, and the principal’s identity is disclosed
agent is not personally liable on teh contract
a shareholder is eningtitel to notice of _____ of each annual and special _____
date, time, and place
shareholder’s meet
a shareholder whose shares are pledged is entitled to vote such shares until teh share s have been
transferreed into the name of the pledgee
a shareholder who has been one for at least 6 months or owns more than 5% of the shares has the right, upon ______ to sinpect and copy during regular business hours, a the prnicpal office, ______
written request at least 10 days in advance
bylaws, amendments, articles and all amendments to them currently in effect, director resolutions creating outstanding classes of shares, minutes of all shareholders’ meetings, all written communications to shareholders for the past three years, director and officer info, most recent annual report, and the acounting records of the corp
a shareholder can object at the beginning of the meeting on the basis that
the matter presented is outside the scope of the notice given, or the meeting is not lawfully called or convened
a corp can pledge all or part of its assets to
borrow money, not require shareholder assent unless articles of incpoproation say so
shareholders can remove any or all of the directors
with or without cause, at a maeeting called expressly for that purpose, unles articles say can’t, notice must say why and given not less than 10 or more than 60 days prior to the meeting
amount of shares sufficient to remove a director
majority of shares entitled to vote t an election, or if elected by class of shares, marojrity of that class
if a director breaches duty and corp does nothing, shareholder can
demand board take axction, if still nothingn, derivative suit
when the corporate veil is pieced, only ____ are held liable
shareholders who were active in managing the coproration are held liable
contract claimants are ___ likely to pierce the corporate veil than tort claimatns bc
less, contracting party had opporutnity to investigate finanicla conditionf o th orporatino
directors are/are not liable to the corporation and its creditors for authroizing an unlawful distribution
are, jointly and severally, for the amount that was unlawfully distributed, only those who assented to the distribution
the virginia code forbids a distribution to shareholers if, after the distribution
remaining assets do not at least equal liabilitie
good faith defense against liability for unlawful distribution
relied on fincancial statements represented to be correct by an officer responsible for such statements or an outside accountant
a director against whom a claim is asserted is entitled to contribtuion from
the other directors who authorized the distribution, and may recover shareholders in proproiton to amounts receivedby them even if they didn’t know about its illegality
statute of limitations for bringing statutory claims against a corporation
2 years
in virginia, a transaction in which a director has a conflicting personal interest is not voidable if
1) the material facts of the transaction and the director’s interest are disclosed tot he board or the shareholders OR
2) the transaction is fair to the corporation
a sale of all or substantially all of a corporation’s assets outside the regular course of the corporation’s business iis
a fundamental coprorate change
approval of a fundamental corporate chage requires
the approval of a majroty of the directors and approval of more than 2/3rds of the shares entitled to be voted
when a direcotr has a conflicting personal interest in a transaction, he may attend the meeting at which a vote is taken on the transaction , but
his vote is not counted
to bring a derivative suit
the shareholder must have been a shareholder of the corp at the time of the alleged wrong, have had his shares devolve upon him by operation of law from one who was a sharehoder at the time of teh alleged wrong, or have become a shareholder before public disclosure of the alleged wrogn, fairly and adeuqatley reprsent the interests of the corporaton, make a demand at least 90 days beofre commencing the suit, unlesss the corp denied the demand ealrier or irreparable injury will result
who can remove a director
only shareholders, not directors
VA corps can make donations for the public welfore or for religious, charitable, scientiic, literary, or educational purposes, unless
the corp’s articles say no, mmust be reasonable in light of their assets
usurping a corporate opportunity
a director may not divert to himself a business opportunity in which his corporation reasonably may be interested without first giving the corproation a chance to take the opportunity for itelsefl
profit on the disposition of a cpatial asset is
taxable, if held for more than one year then long-term capital gains rates
partnership torts
partnership liable for torious acts of partners committed within scope of partnership business, partners are personally liable for their own and other partners torts within scxope of business
an attorney who represents a corporation may also represent a constituent of that corporation as long as
the representation does not violate conflicts of interests rules
