See all formats and editions Hide other formats and editions. 1. Directors, and other people as authorized in the certificate or bylaws. 1. requires registration of new issues w/ SEC. ONLY to conduct the nonprofessional services ancillary to the business (bookkeeping, etc), 1. Please try again. Improper formation: 1. For whatever period of time is stated in the written agreement. When might a corporation be obligated to issue dividends? Which business associations can transfer assets without restrictions? © 2003-2020 Chegg Inc. All rights reserved. ORGANIZATION AND FORMATION OF CORPORATION A. <> NARROWER. The outline covers topics in Agency, Partnership, and Corporate Law. How can a corporation become bound on a preincorporation contract entered into by a promoter? The OGCA appraisal right is not available for cert amendment or sale of assets, unless the cert specifically provides for it. 1. foreign corps: right to do business in OK suspended. NOTHING, but a district court may summarily order a shareholder meeting after 13 months upon shareholder/director application. Successful defense = reimbursement required. Sign up for free and study better. Yes, and at any price regardless of par value. NO. Ordinary business decisions: by majority vote. Treasury stocks are considered issued but not outstanding. Menu Toggle. Check these out: To login with Google, please enable popups, To signup with Google, please enable popups. Download our app to study better. And what is the effect of reinstatement? Preferred dividend arrearages plus current preferred dividends must be paid before any common stock dividends are issued. Oklahoma allows consideration of this year's earnings as well as last year's earnings. To get the free app, enter your mobile phone number. What liabilities attach to the corporation on behalf of the promoter? For each subject, get online, on-demand lectures by renowned experts who focus on efficiently teaching you critical rules and elements. People can't get enough of our notes. Illegal dividends render directors responsible personally liable. How many professional services may a single PE engage in? How may shareholders influence the management of the corporation? 22. When CAN a director independently operate a directly competing business? A business not formed in accordance with all applicable corporate laws, but there was a, De facto corporation: formation requirements. “The best place to start your readings as you can build a basic infrastructure out of them, rather than blindly dive into pages and pages.” Directors must put in place a system and see that it is used. Oxbridge Notes uses cookies for login, tax evidence, digital piracy prevention, business intelligence, and advertising purposes, as explained in our Study 165 Corporations - Barbri Outlines flashcards from Kelley B. on StudyBlue. and injustice has resulted, Corporate form is being used to perpetuate fraud. Why does it matter whether a corporation is thinly capitalized? Does the prohibition on taking advantage of a position of trust and confidence expire upon the director's termination of his directorship? 1. distinguishable from all other OK corporate names. Here is the method used to create the Priority Outline: The outline is in a checklist format. Unable to add item to List. De facto 2. Lecture Notes for Barbri California **California Subjects- Agency, CA Evidence Distinction, CA Civil Procedure, Community Property, Corporations, Partnerships & LLCs, Professional Responsibilities, Remedies, Trusts, and Wills. and terms. How often are shareholder meetings required? Here is a sample of our Evidence UBE/MEE outline: Evidence UBE / MEE outline sample. (i) the transaction was approved by a majority of the directors without a conflicting interest after all material facts have been disclosed to the board; (ii) the transaction was approved by a majority of the votes entitled to be cast by shareholders without a conflicting interest in the transaction after all material facts have been disclosed to the shareholders; or (iii) the transaction, judged according to circumstances at the time of commitment, was fair to the corporation.
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