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35 cards
1What is a close corporation?
2Do shareholders in a close or closely held corporation have a fiduciary responsibility to one another?
3Can closely held corporations take a variety of forms?
4May directors who are the sole stockholders in a close corporation enter agreements setting their own salaries?
5What three requirements must a valid share-transfer restriction meet under the Model Business Corporation Act (MBCA)?
6By what devices may a corporation create a restriction on a shareholder’s ability to transfer shares of that corporation?
7What constitutes a valid purpose for a share-transfer restriction?
8In what four ways may a corporation limit its shareholders’ ability to transfer shares?
9A corporation’s articles of incorporation had a share-transfer restriction that prohibited all sales of the corporation’s shares to individuals who...
10What is the test for whether a share-transfer restriction was properly noticed?
11A corporation’s articles of incorporation had a share-transfer restriction. Under this restriction, if a shareholder wished to sell shares, the sha...
12A corporation issued shares only to accredited investors. This gave the corporation a helpful exemption under federal securities laws. The corporat...
13Generally, does a share-transfer restriction apply retroactively to shares issued before the restriction’s adoption?
14May shareholders enter into agreements allocating control in a manner inconsistent with the MBCA?
15May shareholders enter a control agreement that purports to eliminate all standards of conduct for directors?
16What requirements must a shareholder agreement meet if it allocates corporate control in a manner inconsistent with the MBCA?
17Under what circumstances may a shareholder agreement be amended by fewer than all shareholders?
18What type of notice must a closely held corporation provide of a shareholder agreement that permits the shareholders to allocate corporate control ...
19If a shareholder purchases shares subject to a shareholder agreement that allocates control in a manner inconsistent with the MBCA without knowledg...
20In general, is a person who inherits shares subject to a shareholder agreement bound to the shareholder agreement?
21Is a shareholder agreement that allocates corporate control in a manner not permitted by the MBCA binding on the state, creditors, and third parties?
22How long does a shareholder agreement that allocates corporate control in a manner inconsistent with the MBCA last?
23May two or more shareholders enter into a voting agreement to exert control in a closely held corporation?
24May a closely held corporation exercise control by specifying qualifications for board directors in bylaws or articles of incorporation?
25May a close corporation exercise control by fixing the size of its board of directors?
26May a closely held corporation place a neutral director on a board in an attempt to avoid deadlock?
27In general, if a close corporation’s directors or shareholders are deadlocked, may a shareholder seek to dissolve the corporation?
28Under what circumstances may a shareholder seek judicial dissolution due to deadlock under the MBCA?
29Under the MBCA, may a closely held corporation purchase a complaining shareholder’s shares to resolve a dissolution proceeding?
30Under the MBCA, may shareholders of a close corporation purchase a complaining shareholder’s shares to resolve a dissolution proceeding?
31If neither the corporation nor another shareholder elects to purchase a complaining shareholder’s shares, may a court appoint a receiver or guardian?
32If the parties electing to purchase a complaining shareholder’s shares in a dissolution proceeding cannot agree on the fair value of the shares, ma...
33Does a dissolution proceeding end once a corporation or one or more shareholders have elected to purchase the complaining shareholder’s shares?
34May a closely held corporation use a buy/sell agreement to control who may own shares in the corporation?
35May the management of a closely held corporation refuse to purchase a departing shareholder’s shares even if the corporation has entered a buy/sell...
All flashcards
35 cards