statutes to memorize

• RTA 1.01


  Agency Formation - Yost

  principle manifests assent to have agent ct

  on the principles behalf &

  under the principles control &

  agent manifests assent or otherwise consents to act
• RTA 2.01


  Express Agent Authority

  P manifests to A that it wishes A to act (subject to A's reasonable belief)
• RTA 2.03


  Apparent Authority

  if third party reasonably believes, based on manifestations by P, that A is authorized to act on behalf of P, P may be liable for A's acts
• RUPA 202(a)


  Association of 2 or more persons to carryon on as co-owners a business for profit forms a partnership
• RUPA 202(c)(3)


  receipt of profits raises a presumption of partnership
• RUPA 401(h)


  all partners have equal rights in management & conduct of partnership business
• RUPA 401(k)


  ordinary matters need majority vote, extraordinary = unanimous (Vecchito)
• RUPA 409(b)


  Partners owe a duty of loyalty to the partnership - may be limited not eliminated

  1. anti-theft

  2. prohibition against self dealing

  3. prohibition against competing against partnership
• RUPA 409(c)


  Partnership Duty of Care (may be modified) Standard of review: gross negligence· Recklessness·. Intentional misconduct· Knowing violations of law
• RUPA 409(d)


  Partners owe a duty of good faith and fair dealing to the partnership (non-waivable, but can decide own measuring standards if not unreasonable)
• RUPA 305(a)


  Partner liable for all loss/injury/penalties as a result of a wrongful act of omission of a partner in a general partnership:

  1. in the ordinary course of business; OR

  2. acting w/ actual or apparent authority
• RUPA 306(a)

  partners liable jointly & severally for all obligations of partnership
• RUPA 306(b)


  not personally liable for any partnership obligation incurred before partner [in re Keck]
• RUPA 306(c)


  Limited Liability Partnerships

  Any obligation of an LLp is solely obligation of the partnership. Partners are not liable just bc partners (only responsible for themselves)
• RULLCA 201(a)


  LLCs require formal registration (Stone)

  - file certificate of formation w/ SoS (most file w/ DE)

  - Corp name, mailing address, name & address of registered agent & fee
• RULLCA 407


  Default: member-managed

  if manager-managed, must be in charter

  Member-managed:

  - one vote per member

  - majority for most things

  - unanimous for extraordinary things

  
  

  Member-managed

  - majority of managers for most things

  - unanimous vote for all members for extraordinary things
• RULLCA 304(a)


  Managers & members of LLC not personally liable simply bc they are members or managers

  
  

  EXCEPTION: piercing corp veil (NetJets)
• RULLCA 409(a)


  Member-managed: members owe fiduciary duties to LLC & other members of LLC

  
  

  Manager-managed: managers owe fiduciary duties to LLC & members
• RULLCA 301(a)


  members of a manager-managed LLC do not owe fiduciary duties by reason of being a member
• DGCL 242(b)(1)


  to amend corp charter, directors adopt resolution & shareholders vote
• DGCL 109(a); MBCA 10.20

  bylaws may be amended by shareholders (& directors if charter says)

  
  

  bylaws amended by shareholders & directors s(only shareholders if charter says so)
• DGCL 141(a)


  General Management Power

  - business & affairs managed by board, except as may be provided in the charter

  - substantive power
• DGCL 141(k)


  directors removable, staggered board only removed for cause (unless charter says otherwise)
• MBCA 7.28; DGCL 216


  SH: majority

  most votes: majority

  director election: plurality
• Rule 14a-9


  creates a cause of action for false or misleading statements of material fact on proxy statements
• Rule 14a-8


  (1) Improper under state lawo (2) Implementation would cause violation of lawo (3) Proposal violates proxy rules (ex. misleading)o (4) Redresses personal grievances only, special interesto (5) Relevance (regarding <5% of assets or net earnings)o (6) Corporation lacks power/authority to implemento (7) Ordinary management functionso (8) Director elections-- Would disqualify nominee standing for election-- Would remove director before end of term-- Questions competence, business judgement of specific nominee/director-- Seeks include specific person for election-- Anything else that would effect the outcome of the upcoming electiono (9) Directly conflicts with company's own proposalso (10) Corporation already substantially implementedo (11) Duplication of proposal submitted by another SHo (12) Resubmissions of substantially the same issue as a proposal from the past 5 calendar yearso (13) Relates to specific amount of cash/stock dividends
• DGCL 102(b)(7)


  After Van Gorkum liability, DE decided to allow clauses in charter that limits director liability for money damages for breach of duty of care

  -- NOT officers (only if solely directors)

  -- NOT breaches of loyalty/good faith
• DGCL 365


  Public Benefit Corporations

  -- Board must manage corporation in a manner that balances the (1) SH interests, (2) interests of those effected by the corporation's actions, and (3) the specific public benefit identified in charter
• DGCL 144, Model Act 8.61


  A conflicted transaction is NOT void or voidable if:

  -- Cleanse via informed shareholder ratification

  -- Cleanse via informed board or committee approval

  -- Challenged director proves entire fairness in court
• MBCA 7.42


  P must bring demand to board, if board is silent for 90 days can bring suit
• MBCA 13.02


  Appraisal Remedy-- Available to dissenting shareholders who believe the price they were cashed out at was not the fair value