Term
|
Definition
Generally personally liable unless:
1) Corporation adopts contract
2) Other party knowingly looked to corporation for performance |
|
|
Term
| Requirements for 10b-5 action by private plaintiff |
|
Definition
1) Purchased or sold securities
2) Using interstate commerce
3) D engaged in fraudulent conduct
4) Material to sale
5) With scienter
6) Plaintiff relied on
7) Suffered harm |
|
|
Term
| Return of short swing profits |
|
Definition
Section 16(b)
1) Applicable corp (>$10 m+ > 500 s/h)
2) Corporate insider
3) Bought and sold within 6 months
4) Generally required to report profits to SEC |
|
|
Term
| Standing to bring derivative suit |
|
Definition
| 1) Shareholder at time or wrong 2) Continue to be shareholder during litigation 3) Represent interests of corporation |
|
|
Term
| Piercing corporate veil, factors |
|
Definition
1) Undercapitalization at formation
2) Disregard of corporate formalities
3) Use of corp assets as own
4) Self-dealing
5) Siphoning corp funds
6) Control and domination of corp
7) Improper dealings with corp creditor |
|
|
Term
| Attacking business judgment rule presumption, factors |
|
Definition
1) Lack of good faith
2) Was not informed
3) Did not show independence and objectivity
4) Did not devote attention
5) Failure to investigate
6) Improper financial benefit |
|
|
Term
| What BOD exculpatory provisions will not shield |
|
Definition
1) Breach of duty of loyalty
2) Bad faith acts
3) Transactions from which he improperly benefited |
|
|
Term
|
Definition
1) Principal assents
2) Agent assents
3) Agent acts on behalf of principal
4) Subject to principal's control |
|
|
Term
| Who can challenge ultra vires acts |
|
Definition
1) Shareholders
2) Corp against officers
3) State |
|
|
Term
| Safe harbors for self dealing |
|
Definition
1) Disclosure and approval by board
2) Disclosure and approval by s/holders
3) Fairness to corp |
|
|
