This document provides a checklist of key concepts related to corporations and closely held corporations. It covers [1] the formation and governance structures of corporations and LLCs, [2] shareholder relationships and agreements in closely held corporations, and [3] creditors' rights and remedies against corporations. The checklist touches on topics like fiduciary duties, preemptive rights, and piercing the corporate veil. It is intended as a high-level overview of important legal terms and concepts for corporations and closely held businesses.
This document provides a checklist of key concepts related to corporations and closely held corporations. It covers [1] the formation and governance structures of corporations and LLCs, [2] shareholder relationships and agreements in closely held corporations, and [3] creditors' rights and remedies against corporations. The checklist touches on topics like fiduciary duties, preemptive rights, and piercing the corporate veil. It is intended as a high-level overview of important legal terms and concepts for corporations and closely held businesses.
This document provides a checklist of key concepts related to corporations and closely held corporations. It covers [1] the formation and governance structures of corporations and LLCs, [2] shareholder relationships and agreements in closely held corporations, and [3] creditors' rights and remedies against corporations. The checklist touches on topics like fiduciary duties, preemptive rights, and piercing the corporate veil. It is intended as a high-level overview of important legal terms and concepts for corporations and closely held businesses.
1. P–A, A is fiduciary (Donahue) 2. Actual, Apparent, Inherent authority 1. Small number of stockholders • A’s implied warranty of authority 2. No ready market for stock 3. K (fully [P only], partially, un—disclosed) 3. Substantial majority of SH participation in the management, direction, and operation LLC • Formation: File Articles of Incorporation 1. Formation: • Bylaws • Articles of Organization & • Operating Agreement (e.g., parties SH RELATIONSHIPS agreed…) (freeze-out, deadlock, dissention, oppression) 2. Members (defaults) 1. SH agreement • voting by % of contribution • Traditional role of SH, D, O • profit/losses shared by % of contribution • McQuade—any impingement is void as • Member-managed against public policy • Clark v. Dodge—enforceable if slight CREDITORS’ RIGHTS impingement or innocuous variance 1. Promoter liability (novation, adoption) • Long Park—unenforceable if complete 2. Defective incorporation sterilization • de jure, de facto, estoppel • Galler—enforceable as long as 3rd party 3. Piercing the corporate veil not harmed • alter ego, instrumentality, • Statutory close corporation • undercapitalization Zion—enforceable • prevent fraud, unfairness, or injustice Nixon—unenforceable 4. Reverse piercing 2. Pooling Agreement (generally valid) 5. Watered stock (bonus, discount, watered) 3. Fiduciary duties (Donahue for closed corp) 6. Improper consideration • Duty of Care (BJR, prudence, gross neg) 7. Thin capitalization (high debt/equity ratio) • Duty of Loyalty (intrinsically fair?) 8. Preferential, Improper distributions • Obligation of good faith and fair dealing 9. Constructive/De facto dividend (zero out) 4. Preemptive rights (opt-in v. opt-out) 10. Equitable subordination 5. Cumulative voting: S/(D+1) + 1 = # needed 6. Classification of board (staggered elections) TERMS 7. Vote buying 1. Bond 8. Sale of office 2. Debenture 9. Sale of control 3. Preferred 10. Removal of D: cause 4. Common 5. Par value REMEDIES 6. Authorized 1. Dissolution 7. Issued 2. Provisional D 8. Outstanding 3. Custodian/Receiver 9. Treasury 4. Buy-out 10. Ultra Vires 5. Specific performance 11. Proxy voting 6. Injunctive relief 12. Security 7. Reformation 13. Internal affairs rule 14. Arm’s length transaction
David Hamilton[Type text] —1— Bus Orgs I (Dean Rubin)
The AFIRE Guide to U.S. Real Estate Investing, Fourth Edition: What Global Investors Need to Know about Commercial Real Estate Acquisition, Management, and Disposition