1. How can you dissolve a corporation under the BCL

C enter J / V / SOS

2. Shareholders?on what grounds

DEAD or IOF or TWO or WASTE

1. Court can enter a judgement of dissolution

Corporation can voluntary file a dissolution

Proclomation of Secratary of State /AG

2. Shareholders if

Directors deadlocked

Illegal, oppresive, fraudulent

Cant appoint directors in at least two annual meeting dates

Directors are wasting corporate assets

Director duty of care

what is a directors management responsibility

(Like what kind pf person)

Duty of care

How can a Director breach his duty

(Fishing trip)

Director duty

What is presumed

Director duty

When will director be personally liable

defense

Application of the New York business judgment rule prevents second-guessing directors when they take corporate action in good faith.

However, the business-judgment doctrine will not be enforced when the bad faith or oppressive conduct of the officers and directors is in issue. For example, a conveyance from a corporation to one of its officers, other than in a liquidation, is patently suspect as to the possible violation of rights of creditors and shareholders.

what kind of activity can a director NOT be involved in

D I T , C T, U O, I T

WHY NOT

C Of I

Director interested transactions, competing transactions, usurping opportunities, insider trading

1. accomplice

What is AAA

a) Voluntary renounces

b) Withdrawal PRIOR to crime

c) tries to prevent crime

Under the Penal Law, one either can be liable for a substantive offense as a principal, or liable as an accomplice of a principal so long as the liability arises from the accomplice's own criminal conduct. An accomplice is a person who actively participates in the commission of a crime, even though they take no part in the actual criminal offense. An accomplice can be convicted of the substantive crime if he actively aids, abets, assists, counsels, or encourages a principal to commit a crime. In New York, accomplice liability extends to any crimes foreseeable from the intended crime and the initial crime itself. In New York, an accomplice is not absolved of liability if the principal is acquitted, immune, or not prosecuted. Withdrawal is an affirmative defense to accomplice liability if the accomplice: (1) voluntarily renounces; and (2) withdraws prior to the crime; and (3) makes an effort to prevent the crime.

CRIMLAW: Alibi - O:2 - T:1.59% - E:0.26% - F:50.00% - Prio: HIGH

An alibi is a defense   purporting  could not have committed the crime in question. Within 20 days of arraignment, a prosecutor can serve defendant with a demand for his alibi defense, and the defendant has 8 days to answer.  ..

not an affirmative defense. Instead, an alibi goes to an essential element of the crime. Prosecutors in a criminal case must prove every element of the crime beyond a reasonable doubt.  They must also prove that the defendant was, in deed, the one who committed the crime.  Defendants have this right under the Due Process Clause of the U.S. Constitution, as incorporated by the 14th Amendment to the Constitution. Where the defendant raises an alibi defense, the trial judge should charge the jury that the defendant has no burden of proof with respect to his alibi and that the prosecutor must disprove the alibi beyond a reasonable doubt. A jury charge incorrectly placing this burden of proof on the defendant is reversible error, giving grounds for a mistrial.

alibi

What must prosecutor prove

Is it affirmative

Every element of the crime BEYOND a reasonable doubt

It is NOT an affirmative defence - It goes to the crime itself