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Corporations (Piercing the corporate veil (Shareholders are not liable for…
Corporations
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Operating Agreements
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Conflict between OA and Articles - OA controls as to managers, members, and members transferees
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Pre-Organization Shares
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BoD determines payment terms for subscription, unless subscription agreement says otherwise
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Formation
De Facto Corporation
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Corporation by Estoppel - One dealing with a business as a corporation, treating it as a corporation may be estopped from denying the business' statute
Court would prevent third party from alleging that corporation is formed defectively if that would unfairly expose the principals to liability
Can also estop the business entity *from denying its formed so as to prevent unjustly depriving third party from relief
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Pre-Incorporation Contract - Contract entered by a person called a promoter, who contracts on behalf of an unincorporated entity to establish the corporation
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Bylaws - If bylaws conflict with Articles, the Articles always win
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Amendment or Repeal - Bylaws can be altered, amended or repealed by either BOD or S/H's
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Duties of Directors
Duty of Care
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Not personally liable for acts of an OFFICER to whom he had delegated appropriate company functions as long as he used reasonable care
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