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6 Cards in this Set
- Front
- Back
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Are business activities outside the scope of the Cert. of inc. valid?
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Yes. While they were formerly considered ultra vires at common law, they are now generally acceptable. However SH may bring injunctive suits and D&O may be liable for ulitra vires losses
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Certificate of incorporation must include:
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(1) authorized stock (max # of shares Corp can sell)
(2) # of shares per class (3) info on par value – rights preferences and limitations of each class (4) info on any series of preferred shares |
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What is the essential element necessary to formation of the corporation?
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(1) Filed certificate of incorporation is conclusive evidence of valid formation, a de jure corp has been formed
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What is the de facto corp doctrine? Is it the law in NY?
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Generally not used. However may be applied to find a corp exists if certificate is filed but Secretary of state mishandled it but otherwise would have been filed
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What is a Promoter?
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Person acting on behalf of Corp not yet formed
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How can a BoD adopt a K? (2)
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(1) Express adoption – Bd takes an act to adopt K
(2) Implied adoption – Corp knowing acceptance of benefits of contract; conduct |
