Securities
The "owners" of a corporation
Who are shareholders?
The requirement that managers be attentive and prudent in making decisions.
An association of two or more persons to carry on as co-owners a business for profit
What is a partnership?
The requirement that managers put the corporation's interests ahead of their own.
The doctrine 3rd party plaintiffs may assert when they detrimentally relied on a representation of actual or purported partnership when entering into a transaction.
The securities that have priority if the corporation becomes insolvent.
What are debt securities?
The rule that presumes that director decisions (1) are informed, (2) made in good faith, and (3) in the honest belief that the action taken is in the best interests of the corporation.
What is the business judgment rule?
A change in the relationship of the partners caused by any partner ceasing to be associated in carrying on of the business.
What is dissociation?
The securities that have a claim to the corporation's income and assets after the corporation has paid everyone it owes
What are equity securities: common shares and preferred shares.
An action in equity brought by a shareholder on behalf of the corporation, against the corporation as a nominal defendant.
What is a derivative suit?
Shutting down the business by selling off the assets, paying the partnership liabilities, and settling partner accounts.
What is winding up?
The three terms to describe the three stages that shares can occupy.
What are authorized, issued, and outstanding shares?
The one major exception to the general principle that shareholders do not owe fidudiciary duties.
What is shareholders who exercise control through their share ownership, e.g., parent corporations have controlling interests in partially-owned subsidiary corporations and exercise their power to the disadvantage of other shareholders in the subsidiary.
The consequences for a partner who wrongfully dissociates.
What is liability to the partnership for any damages caused by the dissociation.