Shareholders
Shares
LLC Liability
Corporation Liability
Dissolution
100

Only these shareholders may vote at a shareholder's meeting

Shareholders of record on the record date

100

Each share is entitled to this number of votes

1

100

Which entities owe the LLC fiduciary duties in a member-managed LLC?

All the members 
100

A transaction cannot be set aside merely because a director had a personal interest in the transaction if 

(1) Director disclosed materials facts to the disinterest board members who approved the transaction, or (2) the transactions was fair to the corporation

100

A member of an LLC loses this right when the disassociate from the LLC

The members lose the right to participate in the management.  

200

A proxy can be revoked by

(1) subsequent instrument ;(2) shareholder of record showing up to vote in person

200

Ally has 50 shares, Johnny has 51 shares. Ally votes in against of the amendment, Johnny votes in favor. Has a majority vote been reached?

Yes

1 vote per share

200

Which entities owe the LLC fiduciary duties in a manager-managed LLC?

the managers

200

The business judgment rule is a presumption that a director’s decision may not be challenged if the director

(i) acted in good faith, (ii) with the care that a person would exercise in a like position, and (iii) in a manner the director reasonably believed to be in the best interest of the corporation

200

These are the three steps of voluntary dissolution.

(1) BOD adopts a proposal to dissolve

(2) Notice to SH + Meeting

(3) Adoption by shareholders majority vote

300

What steps should a shareholder take to inspect special books and records

(1) written request with 5 days' notice, (2) reasonable time, reasonable location, (3) good faith and proper purpose, (4) records connected with purpose 

300

Why are shares that were issued and outstanding but repurchased not counted in determining the number of votes?

They are not outstanding shares. Instead, they are treasury shares.

300

What duties are owed?

the duties of loyalty and care

300

What is required for a settlement of a derivative action to be valid?

Court must approve it 

300

Judicial dissolution of an LLC may be granted on these FOUR grounds

(1) managers/members acted illegally/fraudulently; (2) oppressive and harmful conduct by members; (3) unlawful, (4) not reasonably practicable to carry on the business

400

When does a shareholder have preemptive rights?

When they are granted in the Articles of Incorporation 

400

Shareholders of ABC Corp cannot transfer their shares. Is this allowed? Why or why not?

No because it is an absolute restraint on alienation

400

How can an LLC waive the duty of loyalty?

In the operating agreement or articles

400

What is required for a corporation to dismiss a derivative action?

majority vote; good faith; reasonable inquiry; not in best interest of corporation

400

Judicial dissolution of a corporationmay be granted on these grounds

(1) deadlock of the directors; (2) illegal/oppressive conduct to shareholders; (3) corporate assets have been watsed or missapplied

500

These are the steps a dissenting shareholder should take to force the corporation to purchase their shares

(1) notice of intent to assert appraisal rights; (2) notice was given before the meeting, (3) the fundamental change is effectuated, (4) the SH did not vote in favor of the change 

500

What are subscriptions?

Subscription for shares refers to the process where an investor agrees to purchase shares in a company at a specific price, often as part of a new issue of stock

500

The operating agreement may eliminate the duty of loyalty so long as it is not

manifestly unreasonble 

500

What is one elements required for a shareholder to previal on a rule 10b-5 federal secuties law claim?

fraudulent activity or scheme; damages; scienter;some means of interstate commerce 

500

These are the steps to "winding up" an LLC

(1) written notice to creditors and newspaper; (2) gather cash; (3) liquidate assets; (4) pay creditors; (5) pay shareholders

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