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Business Topics (Corporations (fundamental corporate change: sale of all…
Business Topics
Corporations
issuance of stock
shareholders preemptive rights
dividends
unissued stock may be issued by bote of shareholders or directors
voting
fundamental corporate change: sale of all (or subst all) of the corp's assets
notice sent to shareholders about meeting (SP REQS)
approval of maj of all shares entitled to vote and by a majority of each voting group adversely affected by the change
board resolution to hold special shareholder meeting
poss of dissenting shareholders
right of appraisal
notice to Dirs to hold meeting
file notice w/ state
directors/officers/shareholders rights/respons
directors
duties
care
loyalty
indemnification
manage the copr; protected from liab via
biz judg rule
ultra vires
officers
same duties as Dir
agents of the corp
hired/removed by Dirs
shareholders
no personal liability unless pierce corp veil
voting agreements
voting trusts
shareholder derivative suit
federal securities law
available COA's
vs those who made misrep's in connection w. purchase of securities
vs those who traded stock while under duty to disclose or to abstain (inside info)
Elements
scienter
reliance of P
knowledge by D of the misrep OR reckless disreg for truth
damages
misrep of material fact
§10(b) of the Sec Exchange Act 1934 applies to all corps
§16(b) - recovery of short swing profits (ONLY pub traded co's)
formation
promoter liability
defective incorporation
de facto incorporation
corporation by estoppel
de jure corporation
commencement (state sec of state)
LLC's
Agency
does an agency relationship exist?
torts
3rd party v. agent
indiv always liab for own torts
agent v. principal
indiv liab for own torts
3rd party v. principal
agent = employee - vic. lib; agenct = employee -GR no liab
principal v. agent
COLA
contracts
3rd party v. agent
disclosed v undisclosed? breach of warranty of auth?
agent v. principal
CIRC
principal v. agent
terms of K (prob not tested)
3rd party v. principal
agent acting w.in scope may bind principal in K; actual or apparent authority? or retroactive?
independant contractor or employee?
Partnership
working life
remuneration
liability
partners powers
dissociation/dissolution
dissociation = partner's separation from partnership
dissolution = partnership continues after only for the purposes of winding up the biz
creation
general?
limited?
winding up/termination
partner's indiv prop
assets sold and cash distributed in sp order:
inside creditors
capital contributions
outside creditors
profit
costs of sale
partnership property