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72 cards
1Do shareholders have any rights as a result of owning corporate stock?
2Are corporations required to hold shareholders’ meetings?
3May shareholders consent to act without a meeting?
4Are shareholders entitled to advance notice of shareholders’ meetings?
5Corporations must give notice of special and annual shareholders’ meetings to which shareholders?
6What are the two ways that a shareholder may waive a corporation’s failure to properly provide notice of a shareholders’ meeting?
7A corporation’s shareholder received notice of an upcoming special shareholders’ meeting. The shareholder attended the meeting, said nothing, and v...
8Must a shareholder hold a corporation’s shares as of the record date to be entitled to vote at a shareholders’ meeting?
9In the context of a shareholders’ meeting, what is quorum?
10What is straight voting?
11In the context of shareholders voting for directors, what is cumulative voting?
12What are the requirements for cumulative voting?
13How many votes per share are shareholders permitted?
14Some shareholders of a corporation wished to vote cumulatively to elect directors at the annual shareholders’ meeting. The articles of incorporatio...
15What is a voting trust?
16What is a voting agreement?
17What is a voting proxy?
18What is a proxy contest?
19Does a shareholder have a right to inspect and copy the corporation’s official records at its principal office?
20Does a shareholder have a right to inspect and copy corporate records that are not kept at the corporation’s principal office?
21May a corporation’s articles of incorporation or bylaws abolish its shareholders’ right to inspect and copy the corporation’s official records?
22A shareholder wanted to review the minutes from a corporation’s last three shareholders’ meetings. The shareholder made an official, written reques...
23What are shareholder agreements?
24What are the two methods for forming shareholder agreements?
25Must a shareholder agreement be noted conspicuously on either a share’s certificate or its information statement?
26Are there any limitations on the subjects that shareholder agreements may address?
27Generally, if there is a conflict between a shareholder agreement formed by a corporation’s shareholders and statutory law, which authority governs?
28May shareholders of a corporation enter into a shareholders’ agreement that eliminates the board of directors?
29Do shareholders have fiduciary duties?
30Are shareholders personally liable for the acts or debts of the corporation in which they own shares?
31What is a corporate board of directors?
32How often is a typical board of directors elected?
33May a director resign at any time?
34May shareholders of a corporation remove directors without cause?
35A corporation’s majority shareholder and a director had a personality conflict. After a confrontation between the majority shareholder and the dire...
36A court must make what two findings before a corporation’s director may be removed through a judicial proceeding?
37May corporate directors hold meetings?
38How much notice must a corporation give before holding a regular meeting of the corporation’s board of directors?
39What are the two ways that a director of a corporation can waive the corporation’s failure to properly notice a directors’ meeting?
40After an unfortunate event, a corporation’s shareholders became furious about the leeway the corporation gave to its directors in the articles of i...
41In the context of a meeting of a corporation’s board of directors, what is a quorum?
42Under the MBCA, if a corporation has a fixed board size, what is the default rule for how many directors must be present to establish a quorum at a...
43Under the MBCA, if a corporation has a variable board size, what is the default rule for how many directors must be present to establish a quorum a...
44May a corporate board of directors create committees?
45Is a director presumed to assent to any actions approved at a meeting merely by present at the meeting?
46At a meeting of a corporation’s board of directors, a director of the corporation voted to approve a specific course of action. As the meeting prog...
47What is insider trading?
48To police insider trading, what specific conduct does Rule 10b-5 of the Securities Exchange Act of 1934 prohibit?
49Does a person have to be a corporate insider to be criminally liable for insider trading?
50A corporate officer was tasked with handling some the documents related to the corporation’s confidential acquisition of a competitor. The officer ...
51What is a short-swing profit?
52Does § 16(b) of the Securities Exchange Act of 1934 allow corporations to recover short-swing profits?
53Must corporations have officers?
54How are officers typically selected and removed?
55What authority do corporate officers have?
56May a corporation ratify a director’s breach of a fiduciary duty?
57May an officer seek compensation from the corporation for damages incurred as a result of a breach of duty in her official capacity?
58Who typically manages a limited liability company (LLC)?
59Does a member of a member-managed LLC owe any fiduciary duty to the company?
60May an LLC’s operating agreement eliminate the duty of loyalty, the duty of care, or the obligation of good faith and fair dealing?
61Are members of an LLC personally liable for the LLC’s debts or obligations?
62What governance rules does the Revised Uniform Limited Liability Company Act impose on member-managed LLCs?
63What is a manager-managed LLC?
64What governance rules does the Revised Uniform Limited Liability Company Act impose on member-managed LLCs?
65How are managers chosen in a manager-managed LLC?
66Several friends who were college students formed an LLC, making themselves members. The operating agreement specified that the LLC was manager-mana...
67Several friends formed an LLC and became its members. The operating agreement specified that the LLC was manager-managed, and the members hired som...
68Several friends formed an LLC and decided to run the company together, making the LLC a member-managed venture. The friends prided themselves on ma...
69A group of friends formed a manager-managed LLC to remodel and sell an apartment building. The friends were all members of the LLC but selected som...
70What is the test for whether mandatory indemnification applies, meaning that a corporation must indemnify a director?
71If mandatory indemnification does not apply, what is the test for whether the corporation may choose to indemnify the director in a civil proceeding?
72If mandatory indemnification does not apply, what is the test for whether the corporation may choose to indemnify the director in a criminal procee...
All flashcards
72 cards