Exam 33: Life And Death Of A Corporation

MegaCorp is incorporated in the state of Delaware and is registered only in Delaware.Jolene purchased a MegaCorp product from a company's sales representative following a presentation in Michigan.Jolene was seriously injured by the product in Michigan.Under the Model Act,if Jolene sues in Michigan,can MegaCorp defend the suit there?

Once a provision is in the corporate charter,it can only be changed by:

The directors of MegaCorp learn that an outsider is planning on buying enough voting stock to get herself elected to the board of directors.MegaCorp,which has cumulative voting,quickly puts together a vote of shareholders to eliminate the company's cumulative voting procedure.The shareholders vote to do away with cumulative voting.The outsider,Dawn,who wanted to get herself elected to MegaCorp's board,claims that the company has committed an illegal act.Is she right?

TriColor,Inc.is doing business in Minnesota,West Virginia,and Oklahoma.TriColor must register in all three of these states.

A corporation is not allowed to issue dividends to shareholders unless it is solvent.

Incorporators are required to sign the charter,deliver it to the proper state officials,and purchase a certain percentage of the initial stock offering.

Laurie is incorporating her business.Laurie's home state is Wisconsin.Business will be conducted in California,Michigan,Pennsylvania,and Virginia.Laurie:

Fashions,Inc.has 12 shareholders.The company is subject to the Model Act.What officers is Fashions,Inc.required to have?

Terminating a corporation is a three-step process: dissolution,winding up,and termination.

MegaCorp occasionally sells products in Michigan.It does not have an office in that state and does not advertise in Michigan.The company's marketing representatives are based in New York but do travel to Michigan once a year to attend a trade show.Which statement is correct?

A corporation by estoppel is based on fairness rather than strict legal rules.

Denise is a promoter for a proposed corporation,EVR-Young Corp.As promoter,she signed a three-year lease to rent office space in an office park.She signed her name and indicated below her signature she is signing as "promoter for EVR-Young Corp.,a company yet to be incorporated." EVR-Young is never incorporated.The lessor believes that Denise is personally liable for any damages it will sustain as a result of the three-year lease having to be breached.Is Denise personally liable? Explain.

Zach decided to incorporate his business under the name of "Zamm." In addition to "Zamm," the Model Act requires that Zach include one of the following words: "corporation," "incorporated," "limited," or "company" or an abbreviation thereof.

Corporate stock can be divided into categories called ________,which can be further divided into ________.

In Delaware,lawsuits involving corporations are tried in a special court called:

Fashions,Inc.has 12 shareholders.There is no shareholder agreement concerning the board of directors.The company is subject to the Model Act.How many directors is Fashions,Inc.required to have?

The officers of a corporation are:

What is meant by the term "piercing the corporate veil"?

It is illegal for shareholders to transfer their stock to a trust and give the trustee the power to vote the shares.

A de jure corporation is not legal and cannot be recognized as a corporation because the incorporation process was defective.