Agency
This fiduciary relationship created when one person manifests assent to another that the agent act on behalf of the principle.
What is the agency relationship?
What is a general partnership?
A corporation is formed officially when this happens.
What is the articles of incorporation gets filed with the secretary of state?
The duty of loyalty includes these two aspects, the duty of care includes this one.
What are good faith and acting in the best interest of the corporation, and being informed in connection with their decision making with care a reasonable person in the like position would reasonably believe appropriate.
What is double taxation?
These two kinds of authority agents wield on behalf of their principals (also define the two kinds for bonus points).
What are actual (agent reasonably believes actions are in accordance with principal's manifestations) and apparent (manifestations by principal to third party that agent has ability to act) authority?
Each partner faces this kind of liability for obligations of the partnership?
What is joint and several liability?
A corporation is financed in these ways.
What are debt (borrowed money) and equity (ownership stake sold)?
These mechanisms are commonly applied to prevent directors from being held liable.
What are the BJR, exculpation, indemnification, and insurance?
In many states, this kind of statute allows directors to consider impacts on groups other than the shareholders.
What are constituency statutes?
An agent is personally liable to a third party in these situations.
When is the agent agrees to be personally liable, the agent fails to disclose they acted as an agent, and when the violate the implied warranty of authority?
When a partnership ends this is the process of dissolution.
What is dissolution, winding up, and distribution?
Shareholders get to vote on these issues.
What are the election of the board of directors, fundamental corporate actions (ex. amending the corporate charter), amendments to bylaws, nonbinding advisory proposals?
What is a conflict situation and the fairness test ( procedural and substantive fairness are reviewed by the court)?
Professor Manesh believes this is the best form of valuation for a corporation for these two reasons.
What is the discounted cash flow method because of the time value of money and because of human nature to be risk adverse?
A principal is liable for the tort of their agent.
When is the agent is is an employee of the principal and the tort is committed in the scope of the employment?
In a member managed LLC, these people act as agents for the company. In a manager managed LLC, these people do. They also owe fiduciary duties.
What is a member in a member managed LLC and a manager in a manager managed LLC?
In corporate law, these are the five standards of review a court may apply.
What are the Business Judgement Rule, Unocal, Revlon, Entire Fairness, and Strict Scrutiny.
In Delaware, you may contract partially out of these.
What is are the fiduciary duties?
In public corporations, this process is generally used for shareholder voting. The SEC has imposed a few regulations including certain disclosures.
What is a proxy vote?
An agent owes these duties to their principal.
What are the fiduciary duties of care and loyalty and the duty of obedience?
In an LLC, creditors can have this right on distribution interest.
What is the right to enter a charging order and obtain a lien? For more information, please see ULLCA 504.
This is the only form of a hostile takeover of a corporation that exists following Revlon, Unocal, Time Warner, and the Paramount cases.
What is a proxy contest?
A business opportunity is a corporate opportunity under the corporate opportunities doctrine when it is one of these three things.
What is when it is an interest or expectancy of the business, when it is within the line of business, or if it was unfair for the director to take the opportunity?
The corporate veil is pierced when this situation arises.
What is a lack of separateness (closely held, lack of corporate formalities, under capitalization) and injustice (fraud/deception and under capitalization with intent to avoid liabilities)?