in closely held corporations buy sell agreements Characteristics of S corps and

In closely held corporations buy sell agreements

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in closely held corporations (buy-sell agreements) Characteristics of S corps and closely held corps Differences between S corp and C corp Piercing the LLC or corporate veil (slide on this is in section on LLCS) Life and Death of a Corporation Promoter Liability Adoption: BOD approves pre-incorporation Ks made by promoter; Novation: 3rd party approves Ks adopted by BOD, after incorp. Defective incorporation: differences between de facto and de jure corporations and corporations by estoppel Required vs optional provisions in Articles of Incorporation Hierarchy of Dividends recipients (PS, CS, and cumulative PS) Shareholder agreements: rights of first offer and first refusal)
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Management Duties Effect of Unocal v. Petroleum re: stakeholder interests (no need to know case facts) Fiduciary duties: duty of care, loyalty, + good faith/fair dealing Review cases discussed about duty of care and duty of loyalty BOD consent as a remedy for conflicts of interest Business Judgement Rule: what is it? How does it work? Why do we have it? Review In re S. Peru Copper and related ethical concepts discussed Shareholder Rights General shareholder rights
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