term1 Definition1term2 Definition2term3 Definition3
Please sign in to your Google account to access your documents:
-Paul Promoter enters lease on behalf of future corporation
-How can Paul shift liability to future corp?
1. Before Corp created
2. After Corp created, first way
3. After Corp created, better way for Paul
-Paul liable for own Ks unless:
1. K includes provision that LL will look only to future corp; and Paul signs as "disclaiming all personal liabl; all liab by future corp."
2. Corp adopts lease: Paul liable, but may seek indemnification
3. Corp does a novation: steps into Pauls shoes
Promoter duty to future corporation
-Fiduciary duty
-No secret profits from deals beforehand
Corporate formation is...
BEANS
-Bylaws adopted
-Elect directors
-Appoint officers
-Name corporation (indicate corp)
-Shares authorized
Corporation by estoppel
Even if did not follow formalities
-Estop third party from saying no corp if unjust to the corp
-Estop corp from saying no corp if unjust to deprive third party from relief
Legal separation between Corp and SHs
-Corp liable for own debts
-SHs liable for price of their stock
When to pierce corporate veil
- SHs treat corp as alter ego (commingling)
- Corp is undercapitalized (failure to maintain funds for foreseeable liabilities)
- Cts more willing for tort victim than K claimant
Stock issuance:
- What is par value?
- What if stocks issued below par?
- What are preemptive rights?
- Minimum issuance price. No par value means can buy stock for any valid consideration that the Board deems adequate
- Directors must sign off on issuance
- Right to maintain % of ownership before each issuance. Must be express in the articles of inc.
Board of Directors:
- Needs what for action?
- Needs what for valid vote?
- What if can't be present?
- Need quorum of directors present
- Need majority of quorum for valid vote
- Can act from afar if unanimous consent in writing
Doug Director does not get notice of the meeting:
- He files written objection before meeting occurs
- He attends, but does not vote
- No waiver; meeting invalid
- Waiver; meeting and vote valid
Director duties to Corp and SHs
- Duty to manage corp (but BJR protects)
- Duty of care
- Duty of loyalty
Need help typing ? See our FAQ (opens in new window)
Please sign in to create this set. We'll bring you back here when you are done.
Discard Changes Sign in
Please sign in to add to folders.
Sign in
Don't have an account? Sign Up »
You have created 2 folders. Please upgrade to Cram Premium to create hundreds of folders!