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95 Cards in this Set

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Corporations Perpetual Life
A corporation has perpetual life, unless incorporated for a fixed period.
Corporation Transferability of Interest
Shareholders may freely transfer ownership without affecting the corporate entity.
Corporation Management
Management is centralized in a board of directors.
Corporation's Limited Liability
Individual shareholders are not normally liable for corporate debts or obligations.
What is meant by a Person with regard to Corporations Law?
A corporation is a "person" entitled to due process, equal protection, and the attorney-client privilege but not the Fifth Amendment privilege against self-incrimination.
What is a "Citizen" in Corporation Law?
A corporation is not a citizen for purposes of the Privileges and Immunities Clause. For federal diversity jurisdiction purposes, a corporation is a citizien of any state of incorporation and the state of its principal place of business.
What is a "Resident" in Corporations Law?
A corporation is a resident of its state of incorporation, where it is doing business, and where it is qualified to do business.
What is a "Domicile" in Corporation Law?
A corporation's domicile is its state of incorporation (may have multiple domiciles).
CORPORATIONS

Formation and Status of Corporations: Created under Statute
Corporations are created by complying with the Pennsylvania Business Corporation Law ("BCL")
CORPORATIONS

Formation and Status of Corporations: Formation Terminology
A corporation formed in accordance with law is a de jure corporation

If all laws have not been followed, a de facto corporation might be formed.
CORPORATIONS

Formation of a De Jure Corporation
To form a de jure corporation, one or more incorporators must file the articles of incorporation with the department of state.
CORPORATIONS

Formation of a De Jure Corporation: Incorporator Defined
An incorporator is a person who signs the article of incorporation
CORPORATIONS

Formation of a De Jure Corporation: Contents of Articles - Mandatory Provisions
The articles of incorporation must contain the name of the corporation, the names of the incorporators, the name of its registered agent and address of its registered office, and the aggregate number of shares authorized.
CORPORATIONS

Formation of a De Jure Corporation: Optional Provisions
The articles may contain almost any other provisions not inconsistent with law, such as a provision limiting the corporation's duration, creating classes or series of shares with varying voting or distribution rights, setting a par value for shares, setting the number of directors, naming initial directors etc.
CORPORATIONS

Formation of a De Jure Corporation: Business purposes
In PA corporations are presumed to be formed to carry on any lawful business unless the articles call for a restriction of activity.
CORPORATIONS

Formation of a De Jure Corporation: Narrow Business Purpose - Ultra Vires Acts
Generally, a corporation is allowed to undertake any action necessary or convenient to carry out its business or affairs.

If a corporation includes a narrow purpose statement in its articles of incorporation, it may not undertake activities unrelated to achieving the state business purpose.

If a corporation undertakes activities beyond the scope of its stated purpose, it is said to be acting "ultra vires"
CORPORATIONS

Formation of a De Jure Corporation: Effect of Ultra Vires Act
Under the BCL an ultra vires act is enforceable, and the ultra vires nature of an act may be raised in only three circumstances:

(i) A shareholder may sue the corporation to enjoin a proposed ultra vires act;

(ii) the corporation may sue an officer or director for damages arising from the commission of an ultra vires act authorized by the officer or director; and

(iii) the state may bring an action against the corporation to have it dissolved for committing an ultra vires act.

If an officer or director is found liable for committing an ultra vires act, he may be held personally liable for damages.

Note also that an ultra vires act will be enjoined only if it is equitable to do so. This generally means that an act involving an innocent third party will nto be enjoined.
CORPORATIONS

Formation of a De Jure Corporation: Effect of Ultra Vires Act - Charitable Donation
In PA corporations have the power to make charitable donations and contributions.
CORPORATIONS

Formation of a De Jure Corporation: Issuance of Certificate
Upon finding that the articles meet legal requirements, the certificate of incorporation is issued by the department of state. The certificate is conclusive proof of the corporate existence.
CORPORATIONS

Formation of a De Jure Corporation: Additional Procedures - Bylaws
After incorporation, the corporation usually holds a meeting to adopt bylaws. Bylaws may contain any provision for managing the corporation that is not inconsistent with law or the articles of incorporation.

Bylaws are adopted by the directors, but can usually be modified or repealed by either the directors or the shareholders.

However, the articles of incorporation may reserve this power exclusively to the shareholders or provide that a particular bylaw cannot be repealed or amended by the directors.
CORPORATIONS

Recognition of Corporateness When Formation Defective: De Facto Corporation
There are two situations under the common law where an entity might be treated as a corporation even though a corporation was not properly formed; the de facto corporation situtation and the corporation by estoppel situation.
CORPORATIONS

Recognition of Corporateness When Formation Defective: De Facto Corporation - Characteristics
Under the common law, a de facto corporation has all the rights and powers of a de jure corporation but remains subject to direct attack in a quo warranto proceeding by the state.

For a de facto corporation to exist there must have been:

1) a statute under which the entity could have validly incorporated;

2) Colorable compliance with the statute and good faith attempt to comply; and

3) The conduct of business in the corporate name and the exercise of corporate privileges.
CORPORATIONS

Recognition of Corporateness When Formation Defective: Corporation by Estoppel
Under the common law doctrine of corporation by estoppel, persons who have dealt with the entity as if it were a corporation will be estopped from denying the corporation's existence.

The doctrine applies in contract to prevent the "corporate" entity and parties who have dealt with the entity as if it were a corporation from backing out of their contracts.

However, it does not apply to tort victims.
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil)
Where it is necessary to prevent fraud or to enforce equity, the courts will disregard a corporate entity and hold individuals liable for corporate obligations
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil) Elements of Justifying Piercing - Alter Ego
Where the coporation ignores corporate formalities such that it may be considered the "alter ego" of the shareholders of another coporation, the coporate veil may be pierced.

These situations may arise where shareholders treat corporate assets as their own, fail to observe corporate formalities, etc. and some basic injustice results.

But note: Sloppy administration alone may not be enough to pierce the corporate veil.
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil) Inadequate Capitalization at Time of Formation
The corporate veil may be pierced if the corporation was inadequately capitalized at the time of formation (there was not enough unencumbered capital to reasonably cover prospective liabilities).
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil) Avoidance of Existing obligation, fraud or evasion of Statutory Provisions
The corporate veil may be pierced where necessary to prevent fraud or to prevent an individual shareholder from using the entity to avoid his existing person obligations.

But the mere fact that an individual chooses to adopt the corporate form of business to avoid future personal liablity is not, of itself, a reason to pierce the corporate veil.
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil) Who is liable.
Normally, only shareholders who were active in the operation of the business will be personally liable.

Liability is joint and several.
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil)Types of liability
The coporate veil is easily pierced in tort cases, but not in contract cases, since parties who contracted with the corporation had an opportunity to investigate its stability.

If the corporation is insolvent, claims of shareholder-creditors may be subordinated to outside creditors' claims when equity so requires.
CORPORATIONS

Disregard of Corporate Entity (Piercing the Corporate Veil) Who May Pierce?
Generally, creditors may be allowed to pierce the corporate veil. Courts almost never pierce the veil at the request of a shareholder.
CORPORATIONS

Capital Stock Structure: Debt Securities
Debt Securities arise when a corporation has borrowed funds from outside investors and promises to repay them. Holders of debt securities do not have an ownership interest in the corporation
CORPORATIONS

Capital Stock Structure: Debt Securities - Securities for Obligation and Bondholders
There are a number of different debt securities. A debt secured by collateral is frequently called a mortgage bond.

An unsecured debt is a debenture. Registered bonds note the name of the owner on their face. Coupon bonds are payable to the bearer.
CORPORATIONS

Capital Stock Structure: Debt Securities - Conversion and Redemption
A debt security can be drawn so that it is convertible into equity securities at the option of the holder.

If a debt security provides that it is redeeemable, redemption requires the holder to surrender the security and accept a stated redemption price prior to maturity.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares) Terminology
Shares described in the articles are authorized shares. Those shares that have been sold are issued and outstanding. Those shares that have been reacquired by the corporation through repurchase or redemption are authorized but unissued (and are commonly referred to as treasury shares)

If shares are authorized but there is some irregularity in issuance, the transaction may be rescinded or the defect cured.

If the shares sold were not authorized, they are void.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Classification of Shares
A corporation may choose to issue only one type of shares, giving each shareholder an equal ownership right (in which case the shares are generaly called common shares) or it may divide shares into classes or series having varying rights, as long as one or more classes together have unlimited voting rights and one or more classes have the right to receive the corporation's assets on dissolution.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Subscription for Stock
Stock subscriptions are promises from subscribers to buy stock in the corporation. Subscriptions are not enforceable until the corporation accepts the promises.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Preincorporation Subscriptions
By statute in most states, preincorporation subscriptions are irrevocable for six months unless otherwise provided in the terms of the subscription agreement or unless all subscribers consent to revocation.

Pennsylvania does not have such a provision.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Subscriptions to Existing Corporations
Subscriptions to existing corporations are usually revocable at any time prior to acceptance. Acceptance is normally by board resolution.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Payment
Unless otherwise provided, payment is upon demand by the board.

Demand may not be made in a discriminatory manner.

A subscriber who fails to pay may be penalized by sale of the shares or forfeiture of the subscription and any amounts paid thereon, at the corporation's option.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Fraud as Defense
When the stock subscription was induced by fraud, the subscriber will be able to set the transaction aside of the corporation knew of the fraudulent inducement when it accepted the subscription.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Forms of Consideration
In PA, shares may be paid for with:

(i) Money;
(ii)Tangible or intangible property;
(iii) Services already perfromed for the corporation;
(iv) Contracts for services to be performed and/or
(v) Shares or other securities of the issuing business corporation.

Shares issued in exchange for unlawful consideration are subject to cancellation by the corporation or their issuance may be enjoined.

However, most courts hold that hares cannot be canceled if transfered to a bona fide purchaser without notice of the unlawful consideration.

If the corporation becomes insolvent, its creditors may be able to recover in cash the agreed price of shares purchased with improper consideration.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Consideration - Traditional Par Value Approach
Traditionally, the articles of incormation would indicate whether the corporation's shares were to be issued
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- BCL Approach
The BCL generally does not follow the traditional par value approach and instead allows corporate directors to issue stock for whatever consideration they deem adequate, and generally shares issued for such consideration will be deemed fully paid and nonassessable.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Watered Stock
Historically, if par value stock was issued for less than its par value, the original purchaser and the directors who authorized the sale would be liable for the difference (known as "water") between the par value and the amount received.

Because the BCL give directors full discretion to determine the amount of consideration to be received for shares in Pennsylvania, theoretically there can be no watered stock problem in Pennsylvania. However, if the article provides for a par value and the directors authorize a sale for less than par, it seems likely that the directs could be liable for issuing the shares in contravention of the articles.
CORPORATIONS

Capital Stock Structure: Equity Securities (Shares)- Unpaid Stock
If a subscriber or shareholder fails to pay the agreed consideration, or if he pays with an improper form of consideration, his liablity will run to the corporation. If the corporation is insolvent, the receiver in bankruptcy may enforce the corporation's claim.
CORPORATIONS

Regulations of Stock Transactions: The Securities Act of 1933
In general, the 1933 Act requires issuers of stock to register the issuance with the Sercurities Exchange Commission (SEC).

The registration statement must include all information that a reasonable investor would consider important in deciding whether to invest.

The Act also requires the issuer to provide each investor with a prospectus summarizing the information in the registration statement.
CORPORATIONS

Regulations of Stock Transactions: The Securities Act of 1933 - Exemptions
There are a number of exemptions from the registration requirement (securities issued by banks, governments, or charitable organizations are generally exempt)

Similarly, issuances of securities offered and sold only to persons residing in a single state are exempt.

Issuances of less than $1 million are exempt, as are issuances made to sophisticated investors and no more than 35 "unaccredited" (inexperienced) investors.
CORPORATIONS

Regulations of Stock Transactions: Civil Liability
Under the Act, anyone who signs a registration statement is liable for any damages caused by a false statement in the registration statement unless the person can prove that he reasonably believed the statement to be true after making a reasonable investigation or that the plaintiff knew of the false statement. Similar liablity attaches if a security is sold without registering or providing a prospectus as required.
CORPORATIONS

Regulations of Stock Transactions: Rule 10b-5
Rule 10b-5 makes it illegal for any person to use any means or instrumentality of interstate commerce to employany scheme to defraud, make an untrue statement of material fact (or omit a material fact), or engage in any practice that operates as a fraud in connection with the purchase or sale of any security.
CORPORATIONS

Regulations of Stock Transactions: 10b-5 Fraudulent Conduct
The plaintiff must show that the defendant engaged in some fraudulent conduct. This can take a number of forms, ie making a material mistatement or making an omission of material fact.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Fraudulent Conduct - Materiality
A statement or omission will be considered material if there is substantial likelihood that a reasonable investor would consider it important in making her investment decision.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Fraudulent Conduct - Scienter
To be actionable under 10b-5 the conduct complained of must have been undertaken with an intent to deceive, manipulate or defraud.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
In Connection with the Purchase or Sale of Security by Plaintiff
If the plaintiff is a private person, the fraudulent conduct must be in connection with the purchase or sale of a security by the plaintiff.

Although the term "in connection with" is interpreted broadly, it excludes potential purchasers who do not buy on the basis basis of the fraud and people who already own shares and refrain from selling on the basis of the fraud.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Nontrading Defendants can be held liable
Note that the defendant need not have purchased or sold any securities; a nontrading defendant, such as a company that intentionally publishes a misleading press release, can be held liable to the person who purchased or sold securities on teh market on the basis of the press release.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
In Interstate Commerce
The fradulent conduct must involve the use of some means of interstate commerce; however, something as simple as use of the telephone or the mail will suffice.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Reliance
A private plaintiff must prove that she relied on the defendant's fraudulent statement, omission, or conduct. But note that reliance is presumed where it can be shown that the Plaintiff purchased in the open market and the price was distorted by a public misrepresentation (fraud on the market theory).

Also, in cases based on omissions reliance generally will be presumed if the plaintiff proves that the omission was material.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Insider Trading
Rule 10b-5 also prohibis most instances of trading securities on teh basis of inside information (ie information not disclosed to the public that an investor would think is important when deciding whether or not to invest in a security)

A person violates rule 10b-5 if he breaches a duty of trust and confidence owed to:

(i) the issuer,
(ii) shareholders of the issuer; or
(iii) in the case of misappropriators, another person who is the source of the material nonpublic information.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Insider Trading - Who may be liable (1)
Insiders:
Anyone who breaches a duty not to use inside information for personal benefit can be held liable under rule 10b-5, including insiders- such as directors, officers, controlling shareholders, and employees of the issuer- and constructive insiders- such as a securities issuer's CPAs, attorney and bankers.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Insider Trading - Who may be liable (2)
Tippers and Tippees
Where an insider gives a tip of inside information to someone else who trades on the basis of the inside information, the tipper can be liable under rule 10b-5 if the tipe was made ofr any improper purpose (in exchange for money or a kickback, as a gift, for a reputation benefit) The tipee can be held liable only if the tipper breached a duty and the tippee knew that the tipper was breaching the duty.
CORPORATIONS

Regulations of Stock Transactions: 10b-5
Who may be liable - Who may be Liable
Misappropriators
Under the misappropriation doctrine, the government may hold a person liable under rule 10b-5 for trading on market information (information about the supply of or demand for stock of a particular company) in breach of a duty of trust and confidence owed to the source of the information; the duty need not be owed to the issuer or shareholders of the issuer.
CORPORATIONS

Regulations of Stock Transactions: Section 16(b)
Section 16(b) requires the surrender of any profit made when a director, officer, or holder of more than 10% of the outstanding shares of any class purchases and sells, or sells and then purhcases equity securities of the corporation within a period of less than six months. The section applies only to corporations
(i) whose shares are traded on the national securities exchange or
(ii) that have more than $10 million in assets and at least 500 shareholders in any outstanding class.
CORPORATIONS

Regulations of Stock Transactions: Section 16(b)
Strict Liability Imposed
Section 16(b) is intended to deter inside manipulation of price by imposing strict liability for covered trades.
CORPORATIONS

Regulations of Stock Transactions: 16(b) Elements of a Cause of Action - Transaction within a six-month period
Section 16(b) applies only to profits made from sales and purchases of equity securities made within less than six months from each other.
CORPORATIONS

Regulations of Stock Transactions: 16(b) Elements of a Cause of Action - Equity Securities
Section 16(b) applies only to trades involving equity securities ie any security other than a pure debt instruement.
CORPORATIONS

Regulations of Stock Transactions: Section 16(b)- Elements of a Cause of Action - Equity Securities
Section 16(b) applies only to trades involving equity securities ie any security other than a pure debt instrument.
CORPORATIONS

Regulations of Stock Transactions: Section 16(b)Elements of a Cause of Action - Officer, Director, or More than 10% Shareholder
Section 16(b)applies only to purchases and sales made by person who are officers, directors, or holders of more than 10% of a class of the corporation's stock. Purchases or sales made before one becomes an officer or director are outside the scope of section 16(b), but purchases or sales made within six months after ceasing to be an officer or director may be covered. Shareholder transactions are within the scope of section 16(b) only if the shareholder held more than 10% of the class of outstanding shares immediately before both the purchase and the sale; thus, the transaction that takes a shareholder across the 10% threshold is outside the section's scope.
CORPORATIONS

Regulations of Stock Transactions: Section 16(b) Profit
Profit is measured by the difference between the highest sale price and the lowest purchase price for any shares traded during a period of less than six months. This means that "profit" includes losses that are avoided as well as the more traditional profit.
CORPORATIONS - PA

7 Magic words - one is necessary for the name of the corporation
Corporation *
Company *
Incorporation *
Limited *
Association
Fund
Syndicate

*may be abreviated
CORPORATIONS - PA

Required Information for Incorporation
Statement as to law of Incorporation (Pursuant to Bus. C. Law of 1988)

Corporation Name
Service of Process
Name(s) of Incorporators
Statement of Duration (or none)
Corporate Purpose
Capital Structure - type of stock
CORPORATIONS - PA

Ultra Vires
Corporation is doing an act beyond the purpose set out in the articles

c/l Contract Void
CORPORATIONS - PA

De Jure Corporation
Acceptance for filing is conclusive proof of valid formation.
CORPORATIONS - PA

De Facto Corporation
A business failing to achieve de jure corporate status that is none the less treated as a corporation.
CORPORATIONS - PA

Corporation by Estoppel
One dealing with a business as a corporation may be estopped for denying the business's corporate status

May be abolished in PA
CORPORATIONS - PA

Corporations liability in a Pre-Incorporation Contract
Corporation not liable on a pre-incorporation contract until it adopts the contract by:
Express adoption = BOD action
Implied adoption = Corporation accepts a benefit of the contract
CORPORATIONS - PA

Promotor Liability on a Pre-Incorporation Contract
The Promotor is liable until there has been a novation regardless of whether corporation is actually formed.
CORPORATIONS - PA

What is a Corporate Novation?
An agreement between promoter/corporation/other contracting party that the corporation will replace the promoter under the contract.
CORPORATIONS - PA

Pre-emptive Rights
Right of an existing shareholder to maintain her percentage of ownership by buying stock when there is a new issuance of stock
CORPORATIONS - PA

Pre-emptive Rights in Pennsylvania
Preemptive Rights only exist if AOI expressly provides for preemptive rights.

Exception: statutory close corporation preemptive rights exist unless AOI expressly provide otherwise.
CORPORATIONS - PA

General Hierarcy of a Corporation
Shareholder hire/fire Directors

Directors hire/fire Officers
CORPORATIONS - PA

Selection of Directors in Corporation
* Initial directors can be named in AOI (PA selected by the Incorporators)

* Thereafter elected by S/H at annual meeting;

* Entire Board elected each year.
CORPORATIONS - PA

Removal of Directors BEFORE the expiration of term:
* S/H can remove Directors with or without cause
(Exception: classified board est. by S/H bylaw - Directors only removed for cause)

* Director can remove Director for cause
(Exception: mental incapacity => need judicial delcaration)
CORPORATIONS - PA

Requirement for BOD Action
1) BOD can act by unanimous written consent; or

2) Meeting that satisfies quorum and voting rules.
CORPORATIONS - PA

Standard for Board of Director SCREW UP
* A director must discharge her duties IN GOOD FAITH and

* With REASONABLE BELIEF that what she does is in the corporations BEST INTEREST;

* In doing so, Director is not required to CONSIDER THE INTEREST OF ANY PARTICULAR GROUP AS CONTROLLING.
CORPORATIONS - PA

Two Types of DUTY OF CARE for Corporation
NONFEASANCE: Director does nothing
* Standard: Director liable if nonfeasance cause the loss to corporation.

MISFEASANCE: Director does something that causes harm to corporation
*Standard: Director not liable if director makes business judgment Rule (BJR)
CORPORATIONS - PA

Business Judgment Rule
Court will not second guess a business decision if:

1) made in good faith;

2) informed; and

3) Had a rational basis

Prudent people do appropriate homework, deliberate and analyze.
CORPORATIONS - PA

Interested Director Transaction
Any deal between the Corporation and one of its Directors
CORPORATIONS - PA

Standard for Interested Director Transaction
Interested Director transactions will be set aside UNLESS director shows:

1) Deal was fair and reasonable to corporation when entered or

2) material facts + her interest were disclosed/known + deal approved by:
a) majority of disinterested directors;
b) majority of shares in good faith.
CORPORATIONS - PA

Standard for Competing Ventures
Director CANNOT compete unfairly with her competition

Remedy: Corporation gets a constructive trust on Director's profit.
CORPORATIONS - PA

Standard for Corporate Opportunity
Director CANNOT usurp a corporate opportunity UNLESS:

1) He tells the board; AND

2) Waits for the board to reject the opportunity.
CORPORATIONS - PA

Determining who is liable for Board of Director's Action
Directors and Officers are presumed to have concurred with Board of Directors action unless dissent noted in writing in corporate records
- minutes
- writing to Corporate Secretary at meeting;
- Writing to Corporate Secretary immediately after meeting
*Oral Dissent NEVER effective.
CORPORATIONS - PA

Shareholder liability for Debts of Corporation
General Rule: Shareholder not liable for the debts/acts of a corporation;

Exception: Court may pierce corporate veil & hold S/H personally liable if:
1) They have abused the privilege of incorporating;
2) Corporation undercapitalized at the time of incorporation.
CORPORATIONS - PA

Shareholder Derivative Suit
Shareholder sues to enforce the corporation's claim
(Not her own personal claim)
CORPORATIONS - PA

General Rule for Voting
Record S/H as of record date has right to vote.

Record owner: Person shown as the owner in the corporate records.

Record date: voter eligilibility cut-off

PA: Not more than 90 days before the meeting.
CORPORATIONS - PA

Definition of Proxy
Writing - can be fax/email

Signed - by record S/H

Directed - to secretary of corporation

Autorizing - another to vote the shares

PA: Lasts for 3 years
CORPORATIONS - PA

Revocation of Proxy
General Rule: Possible to revoke a proxy even if it says irrevocable by notice given in writing or by electric transmission to corporation secretary of revocation or death of S/H.

Exception: Proxy w/interest is irrevocable:
1) says irrevocable
2) proxy-holder has other interest than voting.