Promoters
This continues even after the corporation is formed.
Promoter liability.
In general, only these assets may be reached by a plaintiff who successfully brings an action against a corporation.
Corporate assets.
The right to purchase newly issued shares in order to maintain proportional ownership.
Preemptive rights.
The general role of officers.
Day-to-day operation of the corporation.
Amending this document is a fundamental corporate change, usually.
The articles of incorporation.
Required for corporate liability on promoter contract.
Adoption (ratification).
The corporate power of limited liability does not protect against this.
Personal liability for personal behavior.
One vote.
This group appoints officers.
The board of directors.
A sale of substantially all assets outside the usual course of business.
The two kinds of corporate adoption.
Express and implied.
Failure to keep corporate records can be a factor in this kind of veil piercing when an injustice results.
Lack of formalities.
Stock transfer restrictions may be imposed for these reasons.
Any reasonable purpose.
Officers owe fiduciary duties to this.
The corporation.
The main recourse for shareholders opposed to a fundamental corporate change.
The appraisal remedy.
This kind of adoption requires clear official action, such as a resolution by the board of directors.
Express adoption.
Shareholder failure to put at risk adequate capital for prospective corporate liability.
Undercapitalization.
Using a majority of shares to unfairly prejudice a minority shareholder.
Breach of duty to minority shareholder.
The three sources of actual officer authority.
The board, the articles, and the bylaws.
Changes adversely affecting a specific shareholder group require this.
A majority vote approving the change by the affected shareholders.
A corporation accepting and paying for shipments ordered by a promoter contract is an example of this.
Implied adoption.
Though corporations can have any lawful purpose, this unlawful purpose exposes shareholders to liability.
Requirement for enforcing stock transfer restrictions.
Actual knowledge of restriction or conspicuously noting the restriction the certificate itself.
The implied authority of the corporate secretary.
To keep corporate records and certify their genuineness.
It is between a subsidiary and a parent corporation owning 90% of the subsidiary's stock.