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Business Law - Coggle Diagram

- - - - Board enters resolution to hold special meeting of shareholders
        
        Notice of special meeting
        
        Approval by majority of all shares entitled to vote and by majority of each voting group adversely affected
        
        Possibility of dissenting shareholders right of appraisal
        
        File notice w/ state
  - - - Same duties as directors
      - Agents of corp
      - hired and removed by directors
    - - Manage the corp
      - protected through Business Judgment Rule
      - Fiduciaries
      - Duties (care, loyalty)
      - Indemnification
    - - no personal liability (exception: challenger can pierce the corporate veil)
      - personally liability for torts they commit
      - annual meetings or special meetings
      - Voting agreements
      - Voting trusts
      - Shareholder derivative suit
  - - - Defective incorporation (De jure, de facto, corporation by estoppel)
    - - Member managed
      - Manager managed
- - - - individuals are always liable for their own torts
    - - Individuals are always liable for their own torts
    - - Agent is employee --> respondeat superior
      - Agent is independant contractor --> no liability
    - - Agents are liable for breach of their duties to the principal COLA
  - - - Agent acting within scope of his authority may bind his principal in contract
        
        Actual
        
        Apparent
        
        Ratification
    - - Disclosed v. Undisclosed principal
    - - Contractual duties owed to agents
    - - Contract liability based on the terms of their contract