Corporations Mini Review - CA Bar
About this set
Created by:
vrstasira on February 1, 2012
Subjects:
Corporations, Mini Review, Cali Bar
Description:
Based on Professor Kaufman's lecture for Ca Bar
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20 terms
Terms | Definitions |
|---|---|
 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 |
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