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Corps and other Business Associations (fundamental corporate change (sale…
Corps and other Business Associations
issuance of stock
dividends
by vote of shareholders or directors
preemptive rights
one share = 1 vote
formation
commencement
promoter liability
deceptive incorporation
LLCs
rights and responsibilities
officers
agent relationship to corp
same duties as directors
director
duty of care and loyalty
fiduciary obligations
business judgment rule
shareholder
no liability for corp debt
can pierce corporate veil
annual meetings, voting
derivative suits
business judgment rule
fundamental corporate change
sale of all of sub. all of the corp's assets
notice to board to hold meeting
written notice stating when, what, purpose, notice waivable
majority rule
right of appraisal by dissenters
federal securities law
10(b) of SEA
cause of action
material misrepresentation in connection to purchase or sale of security
breach of duty to disclose or abstain from trading
elements
misrepresentation of material facts
knowledge of and reckless disregard of
scienter
reliance
damages
Agency relationships
agents liable for brach of their duties to the principal
duty of care, loyalty, no self dealing, obedience
torts
individuals always liable for their own torts
3rd party v. principal
agent is independent party
general rule of no liability
agent is an employee
respondent superior
partnerships
creation
general partnership
limited partnership
working life
partners are agents of the partnership
renumeration - > partners are not entitled unless specified in partnership agreement
dissociation/dissolution
partner's separation from partnership by way of death, withdrawal, bankruptcy or expulsion. partnership still alive even after dossociation
winding up/termination