Pan F07 Main Concepts - corps

Pan F07 Main Concepts - corps - 12/02/2008 21:00:00 Check...

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Unformatted text preview: 12/02/2008 21:00:00 Check List/Main Concepts Agency o Is there an agency relationship? Can one be implied by the totality of the circumstances, degree of control? o What kind of relationship? Special, disclosedetc. o What type of authority does the agent have? Partnership - o Is there explicit agreement? Can partnership be inferred? o What type of partnership? o What are the duties owed? o Has there been termination? Termination? Dissolution? Can there be in kind distribution? What are the obligations? Corporate Veil o General test Lowendalh SH totally dominated personality of corp. SHORT SHEET CORPORATIONS 2 Uses that domination to commit fraud which causes injury to P o Breach of K Van Dorn (similar to laya) Cannot tell the difference between the personality of the corporation and the owner Failure to maintain adequate control Commingling of funds Under capitalization One corp. treating the assets of another as its own. Adherence to the fiction of the corp. would lead to injustice o Liability in Tort Belvedere test No seperation between corp. and owner Control was used to commit fraud The wrong is what caused injury to P Governance Board electing, removing directors, staggered, classified, cumulative or straight voting SH meetings vote annual, alternative is file written materials Proxy meetings collect votes from SH o Rule 14 federal proxy rule Duties what duties apply? SHORT SHEET CORPORATIONS 3 o Fiduciary duty has 3 elements obedience, care, loyalty Transactions Business Judgment Rule o BJR will apply when: Financially disinterested directors...
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This note was uploaded on 02/14/2008 for the course LAW 7060 taught by Professor Haas during the Fall '07 term at Yeshiva.

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Pan F07 Main Concepts - corps - 12/02/2008 21:00:00 Check...

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