Ba--Derivative Actionsby Shareholders

Front 1

Statute--Articles of Inc--§ 33-1-102(e)

Back 1

a company with 12(g) stock, $25million in assets and 500+ shares of stock may include an exculpatory provision eliminating or limiting the personal liability of a director to the corp. or the shareholders UNLESS

1. breach of duty of loyalty
2. breach of duty to act in good faith or gross negligence, intentional misconduct or knowing violation of law
3. violation of §33-8-330
4. where the director derives improper personal benefit i.e. self-dealing

Front 2

Proxy contests

Back 2

soliciting proxies to oust incumbent board and install the "suitor's" slate of directors.

suitor/insurgent must convince SHs that they will be better off under new management

Front 3

Proxy

Back 3

seeking to buy a controlling block of shares at above-market value.

Front 4

Proxy Solicitation

Back 4

any communication to a shareholder if the request is part of a continuous plan intended to end with the solicitation of proxies.

Front 5

Applied to companies that

Back 5

1. are traded on a regulated securities exchange

OR

2. has 500 or more Shs of a class of equity securities

and

3. has assets greater than 12 million

Front 6

4 ways--other than proxies--to change voting rights in a close corporation to give minority SHs more power

Back 6

CPA ST
Classifying Stock
Pooling agreements
Supervote Requirements
Trusts

Front 7

voting pooling agreement

Back 7

some or all of the Shs vote their shares a certain way on specified issues
Something With Fins Crushed Petunia
Stautes [complies with], [in] Writing, without Fraud, states the matter covered, not against public policy

Front 8

voting trust

Back 8

-can't be secret
-must be irrevocable
-must have proper purpose
-must be in writing
-must have a limited term

Only Pests Will Injure Little Tomatoes
-Open
-Proper purpose
-Writing required
-Irrevocable
-Limited Term

Front 9

Dissolution--Involuntary Grounds--judicial

Back 9

FIDO Waste
-fraud
-illegality
-deadlock
-oppression
-waste

Front 10

deadlock

Back 10

50-50 SH
-even BOD
-supervote provisionsi.e. veto power by minority SH

Front 11

deadlock--practical solution

Back 11

buyout, or if notpracticable, involuntary dissolution

Front 12

oppression

Back 12

usually oppressive conduct with a breach of majority shareholder's fiduciary duty of good faith and fair dealing owed to minority

Front 13

deadlock--common ways to avoid

Back 13

1. buyout
2. Court appoins provisional director as tiebreaker
3. receivership--usually leads to dusolution
4. Arbitration

Front 14

Equal opportunity Doctrine

Back 14

heightened fiduciary duty that when a controlling SH sells share to the corp, the corp must extend an equal opportunity to minority to sell their shares at the same price