LES week 13 chapter outlines
- board hires officers
- board delegates authority to executive committee - ✔✔Corporate Management
election of directors
- board is governing body
- voting shareholders elect the board
- voting:
- can give proxy
- pooling agreements to vote certain way
- rights in business combinations
- access to books and records
- transfer restrictions - ✔✔Corporate Management and control: shareholders
- director: fiduciary and business judgement
- officer: increasing personal liability and prosecutions - ✔✔Corporate Management
liabilities
%
- dissolution methods: agreement, by law (death, bankruptcy), court order
- termination: assets are liquidated and distributed - ✔✔partnership dissolution and
termination
- Double taxation (corporate pays on income, shareholders pay tax on dividends)
- s corp is alternative - ✔✔Corporate Taxation
- equal management authority
- may delegate authority
- partners are agents of the other
- routine borrowing
- unanimous consent for confession of judgement, selling goodwill, admission of
another partner
- must act in best interest of partnership - ✔✔partnership management and control
- full share payment
, - shareholder liability IF corporate veil is pierced - ✔✔Corporate Liability
- has limited liability
- cant participate in management but can be employee, advise, be a guarantor, vote
- limited to capital contribution - ✔✔limited partnership liability
- inadequate capitalization
- alter ego theory
- ignoring corporate formalities
- fraud - ✔✔reasons for corporate veil piercing
- interest is personal property can be transferred, does not mean transferee become
partner
- transfer of partner requires all approval
- transferring partner is not relived of liability - ✔✔partnership trasferability of interests
- limited partners provide most and can contribute services under RULPA
- loans, or advances if by partner - ✔✔limited partnership sources of funding
%
- management is in general partner for profits and partner involvement - ✔✔limited
partnership management and authority
- mutual principles and agents
- partnership assets reachable by partnership creditors
- personal assets reachable by partnership creditors when partnership assets are
exhausted - ✔✔partnership partner liability
- partnership does not pay taxes
- partnership files informational return to report income and losses - ✔✔partnership
tax consequences
- personally liable for contracts
- can ratify contracts
- can enter into novation - ✔✔Incorporators
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