Inner Checklists

Question 1

Formation of Corporation

Answer 1

1. De Jure
2. De Facto
3. Corporation by Estoppel
4. Piercing Corporate Veil

Question 2

Promoter Transactions

Answer 2

1. Fiduciary Duties

2. Pre-Incorporation Agreements with Third Parties

Question 3

Powers and Management

Answer 3

1. Ultra Vires Transactions
2. Board of Directors Management and Control
3. Officers’ Authority
4. Shareholder Rights-Derivative Suit

Question 4

Director’s/Officers’ Duty of Care and Loyalty

Answer 4

1. Prudent Investor Rule
2. Business Judgment
3. Conflicts of interest
4. interested Director
5. Interlocking Directorate
6. Corporate Opportunity Doctrine
7. Director/Creditor of Corporation

Question 5

Security Exchange Violations

Answer 5

1. Insider Trading
2. 10b-5-Fraud (Jeff Once Made Some Spicy Revolting Pork Rice)
3. 16b-Short swing profit (JISP)
4. 14a-Proxy Rules (Jump On My Little Red Raft)
5. Sarbanes-Oxley Act of 2002

Question 6

Closed Corporations

Answer 6

1. Shareholder Agreements
2. Fiduciary Duty Owed to Minority
3. Restrictions on Transfer of Shares

Question 7

Capitalization of Corporation

Answer 7

1. Consideration Paid for Shares

2. Underwriting

Question 8

Regulation of Issuance of Securities

Answer 8

1. Types of Securities
2. Section 5b(1)
3. Section 4(1)
4. Section 11
5. Section 12-12(2)

Question 9

Shares of Dividends

Answer 9

1. Classification

2. Source of Valid Dividends

Question 10

Fundamental Changes in Corporate Structure

Answer 10

1. Mergers/Consolidations
2. Appraisal Rights
3. Acquisition of Stock
   
   • Takeovers/Tender Offers
4. Dissolution/Liquidation
5. Amendment of Articles/Bylaws