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Julia Kerbs
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Decks in this class (25)
Introduction/Formation of Corps
Corporation definition 1,
How does corporation conduct busi...,
Why form corp 2 reasons 3
7
cards
Formation: pre-incorporation transactions
Promoter roles 1,
General rule of promoter activiti...,
Novation for promoter 3
5
cards
Formation: articles of incorporation
Incorporator role 1,
Is incorporator liable for ks ent...,
Definition of articles of incorpo...
8
cards
Timing of incorporation
What is moment of incorporation 1,
Are corporations obligated to fil...,
Bylaws definition 3
7
cards
Veil piercing
Veil piercing general rule 1,
When will court pierce veil 3 fac...,
Tort v k when are courts more lik...
7
cards
Investing in corporation
Stock definition 1,
How is ownership of stocks demons...,
Corporate creditors what they are...
7
cards
Issuance of Stock
How to establish and increase aut...,
Issue shares 2,
Outstanding shares 3
15
cards
Getting Money out of Corporation
Two forms of distribution 1,
Who has power to authorize divide...,
Do shareholders have right to div...
6
cards
Priority of Distribution
Preferred stock vs common stock 1,
Participating preferred shares 2,
Cumulative preferred shares 3
4
cards
Potential Illegalities with sale of securities
When can shareholders sell their ...,
What are closely held corporation...,
Requirements for notice of sale r...
9
cards
Federal causes of action
What does rule 10b 5 govern 1,
Requirements for private person t...,
10b 5 fraudulent or deceptive con...
16
cards
Shareholder meetings
General shareholder duties 1,
Annual corporate meeting 2,
Special corporate meetings 3
14
cards
Voting
Issues for shareholder voting 1,
Quorum requirement for voting 2,
How many shares must be present f...
5
cards
Cumulative voting + inspection rights
What does cumulative voting apply...,
Purpose of cumulative voting 2,
Must corporations permit cumulati...
8
cards
Shareholder litigation
Direct lawsuit definition 1,
Derivative lawsuit definition 2,
When may shareholder bring direct...
10
cards
Shareholder duties to other shareholders
Do shareholders owe duty to other...,
Controlling shareholder exception...,
Sale of stock to outsider looter 3
7
cards
Corporation management
Board of directors role 1,
Main tasks for board of directors 2,
May directors receive compensation 3
10
cards
Board meetings
Are board meetings large or small...,
Must directors be given notice fo...,
Does director s attendance at boa...
8
cards
officers
Who selects officers 1,
Officer duties responsibilities 2,
Officer roles 3
7
cards
duty of loyalty
Duty of loyalty general rule 1,
What type of transactions violate...,
Defining self dealing transactions 3
9
cards
indemnification
Define corporate indemnification 1,
Can corporations insure to indemn...,
When is indemnification required 3
5
cards
fundamental changes to corporation
Who must approve fundamental chan...,
Merger 2,
Consolidation 3
7
cards
Dissenters' rights or appraisal rights
Appraisal rights when are they gi...,
Appraisal rights what are they 2,
Procedural requirements to invoke...
4
cards
Close corporations, LLCs, and other corporate entities
Close corporation definition 1,
Close corporation characteristics 2,
Closely held corporation preempti...
11
cards
Commonly tested topics
Is business judgment rule rebutta...,
Three ways to avoid liability und...,
Who can call special meeting 3
15
cards
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Corporations
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