Partial preview of the text
Download NYLE--BUSINESS RELATIONSHIPS QUESTIONS & ANSWERS VERIFIED SOLUTION 2025 and more Exams Business and Labour Law in PDF only on Docsity!
NYLE--BUSINESS RELATIONSHIPS QUESTIONS & ANSWERS VERIFIED SOLUTION
Corporations Formation - ANS-WW1) filing a certificate of incorporation 2) Cl includes: name; county of office: corp purpose: shares authorized; duration il not perpetual; designation of sect'y of state Corporations Voting: By-laws — ANS-WwW By-laws: adoption, amendment or repeal requires a majority vote of sharchalders:; unless 1) pravided by in certificate of incorporation, or 2) A by-law adopted by the shareholders or incorporators then, by a requisite vote of the board of directors Corporations Voling: Other corporate action (nol by-laws or election of directors, or certificate of ine or merger) what is required to win the vate? - ANS-WW Votes on other actions generally require a majority *of the votes cast* at a meeting of sharcholders, unless otherwise provided by statute, certificate of incorp., or by-law adopted by the sharcholders, Corporations Voting: approval of amendment to certificate of incarportation and approval of merger - ANS-WWA majority of the lolal number af shares is required Lo approve an amendment to the certificate of incarporation, For merger (for carp in existence on 2-22-1998) the ratio is 2/3 of the votes cast. Corporations Voting: election of directors Can director's be removed? - ANS-WWA plurality of votes cast at a mecting of the sharcholders is required to elect a director, Directors can be removed for cause by a vote, and if the by-laws so provide, without cause, Corporations Sharcholders right to dissent and be paid for shares When do shareholders have a right lo appraisal? - ANS-WW1) when amendments to the cert of ine would abolish or impair sharcholder rights 2) when S/H opposes a plan to merge 3) S/H opposes transfer of substantially all or all of the assets of the corp, not in regular course of business ——but not if given cash within a ycar Corporations Process for shareholder dissent S/H cannot commence a suit for money damages — ANS-WW1) S/H must file written objection including demand for fair value 2) Corp must timely make written offer and price 3) If no agreement from S/II corp may initiate a special proceeding to fix fair value of shares 4) if corp does not initiate special proceeding, S/H can Corporations 2) the sharchalders and approved by S/H vote Corporations Two ways to approve loans to directors - ANS-WW1) S/H vote without director's shares counted 2) (after 2-22-98 or if cert of inc oravides:) board finds the loan benefits the corporation; and ——board approves the specific transaction; or ——board approves a gencral plan authorizing loans Corporations Business Judgement Rule (duty of care) Who (3 types) may directors rely on [or information, reports, statements and financial data...so long as director is relying in good faith and with a degree of care? — ANS-v v1) officers or employces of corp ar subsidiary 2) counsel, public accountants, other experts 3) committee of the board Corporations Self-dealing (duty of loyalty) - ANS-Wwv There is a cause of action against a director for sclf-dealing or loss or waste of corporate asscts. Professional Service Corporation Formation requirements — ANS-WW1) Tiling a certificate of incorporation 2) profession, list of individuals who will serve 3) Certificate of authority that all individuals are members of the profession 4) no publication required LLCs Formation - ANS-WW1) Filing articles of incorporation 2) Company name, county, purpose, duration 3) at least one member 4) publication Professional Service LLCs (PLLC) Formation can be multiple professions, but must have at least one authorized person from cach, all services by licensed people, some prolessions required lo just be one purpase — ANS-W¥W1) Filing of article of organization 2) profession/s to be practiced (more than 1 OK) & individs 3) certificates of authority that all members are members of the profession/s 4) publication General Partnership Formation prima facie evidence? What determines whether partnership exists? —- ANS-WWvno written agreement or filing necessary. *Parlicipation in profils* is prima facie evidence ol a partnership. whether partnership exists can be determined from conduct, intention, and the relationship blw parties (sharing of profits, sharing of losses, ownership al! assets, joint management and control, joint liability to creditors) Amend? What can it climinate? - ANS-WWILL_Cs must adopt an operating agreement within 90 days of formation; can be ammended but req. consent of member if member will be adversley alfected Operating agreecment can climinate or limit the personal liability of managers or members far money damages [rom breaches of duty of care but not acts taken in bad faith or for pecuniary gain PLLC liability - ANS-Weeach member is personally liable for negligent or wrongful acts (or of people under supervision) ; not liable for the negligence of other members; not liable for contractual debt and obligations of others; same licensing scheme as profession Limited Partnership liability General Partners vs. Limited partners — ANS-WW#Gencral: liable for everything, but get to manag Limited: not personally liable, but may not manage RLILP liabilily - ANS-WWeach member is personally liable for negligent or wrongful acts (or of people under supervision) ; not liable for the negligence of other members; not liable for contractual debt and obligations of others; same licensing scheme as profession 
