Exam 38: Corporationsformation and Financing

Only acts that fall within the express powers of a corporation are ultra vires.

Quotient Corporation provides tax and accounting services. Like other corporations, Quotient's constitutional rights do not include

Omega Corporation makes and markets digital timers, clocks, and related products. Like other business corpo?rations, Omega issues securities to

Fact Pattern 38-1B Standard Company and Typical Corporation form United, Inc., a close corporation, and agree to restrict the transfer of its stock to anyone else. SC sells its physical assets, but not its United stock, to Variety, Inc. TC files a suit against SC. -Refer to Fact Pattern 38-1B. Ac?cording to the court in Case 38.2, Salt Lake Tribune Publishing Co. v. AT&T Corp., a reasonable purpose for a stock transfer re?striction in a close corpora?tion, like the agreement between SC and TC, is