Corporations Mini Review - CA Bar

20 terms by vrstasira 

Ready to study?
Start with Flashcards

Create a new folder

Advertisement Upgrade to remove ads

Based on Professor Kaufman's lecture for Ca Bar

Promoters, Formation

Are liable until novation and are fiduciaries.

Subscribers, Formation

Irrevocable for 6 months period.

Articles

A PAIN:
- Authorized shares
- Purpose
- Agent
- Incorporators
- Name

Shareholders

Not liable unless pierced veil

Par Value, Issuance

Minimum Issuance Price

Preemptive Rights, Issuance

Maintain ownership percentage

Director/Officer Liability

1. Duty to manage
2. Business Judgment Rule
3. Fiduciaries = care/prudence, unless articles limit + loyalty, no unfair benefits unless disclosure & independent ratification

Derivative Suits, Shareholder Rights

2 Requirements:
1. Contemporaneous ownership
2. Demand

Voting, Shareholder Rights

Only the record date owner votes

Proxies, Shareholder Rights

Revocable unless 1) labeled, 2) coupled with interest.

Quorum Shareholder Rights

Majority of all shares, all shares. NOT shareholders.

Vote Shareholder Rights

Votes cast in favor exceed votes cast against.

Cumulative Voting, Shareholder Rights

Shares times slots.

Dividends, Shareholder Rights

Discretionary unless insolvency. 1) common pay last, 2) preferred pay first, 3) participating pay again, again, 4) cumulative add-up, add-up, add-up.

Eliminating Formalities, Closely Held Corporations

1) Unanimous election + 2) share transfer restriction = no piercing + possible S corp status.

Professional Corporation, PC

Just 1 profession + limited liability

Fundamental Changes

5 Steps:
1. Board resolves
2. Special notice
3. Majority of all shares
4. dissenters rights
5. notice to state

Section 10(b), Securities Laws

Scienter + deception + actual buying or selling stock

Section 16(b), Securities Laws

no trading profits with in 6 months. none.

Sarbanes Oxley Act, SOA, Securities Laws

no knowingly false filings + no benefits during falsehoods or black out periods

Please allow access to your computer’s microphone to use Voice Recording.

Having trouble? Click here for help.

We can’t access your microphone!

Click the icon above to update your browser permissions above and try again

Example:

Reload the page to try again!

Reload

Press Cmd-0 to reset your zoom

Press Ctrl-0 to reset your zoom

It looks like your browser might be zoomed in or out. Your browser needs to be zoomed to a normal size to record audio.

Please upgrade Flash or install Chrome
to use Voice Recording.

For more help, see our troubleshooting page.

Your microphone is muted

For help fixing this issue, see this FAQ.

Star this term

You can study starred terms together

NEW! Voice Recording

Create Set