S Corporation Answer Book: 2012 Cumulative Supplement

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Courts also may ignore the corporate existence when a corporation's funds or assets are commingled with the controlling shareholder's or shareholders' funds or assets. Upon showing the breach or threatened breach and upon filing a sufficient bond, the corporation shall be entitled to a preliminary or special injunction. (b) Relief against third parties.--Any person who, with knowledge that a cooperative contract exists, induces or attempts to induce any member to breach the contract, or who in any manner aids a breach of the contract, shall be liable to the cooperative corporation for damages caused by such interference.

Common Legal Framework for Takeover Bids in Europe: Volume 1

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Except where the approval of the shareholders is unnecessary under this subchapter, the board of directors shall direct that the proposed amendment be submitted to a vote of the shareholders entitled to vote thereon. Whenever a foreign corporation authorized to transact business in the Commonwealth fails to appoint or maintain a registered agent in the Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the corporation upon whom service may be made in accordance with § 12.1-19.1.

Corporate Compliance Answer Book 2012-13

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Any or all of the shares or series of shares may have a par value or have no par value as may be provided for in the articles of incorporation: Provided, however, That banks, trust companies, insurance companies, public utilities, and building and loan associations shall not be permitted to issue no-par value shares of stock. Besides, misjoinder of parties is not a ground to dismiss an action. 13 lack of merit. L.1333, No.169, effective in 60 days. 2101.

Handling mergers & acquisitions in a high-tech environment

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Summer and China Banking Corporation, 44 Phil., 705 Section 35 of the Corporation Law is as follows: authorized to make the transfer. Section 8221 is referred to in section 8201 of this title. 8305. Corporate governance, management and control, and crisis management, including in connection with family run companies and close-corporations. To affect, alone or with others, a securities or transactions in securities that: (I) Raises their price to induce the purchase of a security, whether of the same or a different class of the same issuer or of controlling, controlled, or commonly controlled company by others; or (II) Creates active trading to induce such a purchase or sale through manipulative devices such as marking the close, painting the tape, squeezing the float, hype and dump, boiler room operations and such other similar devices. 3.

The Law of Corporations: In a Nutshell (In a Nutshell (West

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In the case of for-profit private and mixed-ownership FGCs, Congress should clearly specify the circumstances under which the bankruptcy code applies, thus possibly lessening the effects of the implicit guarantee. They also face the possibility of double taxation if corporate income is distributed to business owners as dividends, which are considered personal income. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of the partnership are: (2) The liabilities of the partnership shall rank, in order of payment, as follows: (i) Those owing to creditors other than partners. (ii) Those owing to partners other than for capital and profits. (iii) Those owing to partners in respect of capital. (iv) Those owing to partners in respect of profits. (3) The assets shall be applied, in order of their declaration in paragraph (1), to the satisfaction of the liabilities. (4) The partners shall contribute, as provided by section 8331(1) (relating to rules determining rights and duties of partners), the amount necessary to satisfy the liabilities, but if any, but not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities. (5) An assignee for the benefit of creditors, or any person appointed by the court, shall have the right to enforce the contributions specified in paragraph (4). (6) Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph (4) to the extent of the amount which he has paid in excess of his share of the liability. (8) When partnership property and the individual properties of the partners are in the possession of a court for distribution, partnership creditors shall have priority on partnership property, and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore. (9) Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order: (i) Those owing to separate creditors. (ii) Those owing to partnership creditors. (iii) Those owing to partners by way of contribution. § 8363.

Managers and the Legal Environment: Strategies for the 21st

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This applies if there is a change to the professional corporation name after the Certificate of Authorization has been issued or for replacement of a lost certificate. S. 315, 319 (1991) (FDIC subject to FTCA); Rainwater v. Subscription enquiries +44 (0)20 7202 1220 or email subscriptions@practicallaw.com. INVOLUNTARY DISSOLUTION .......................... 6510-6519 CHAPTER 16. The security may be denied or limited in the discretion of the court upon preliminary showing to the court, by application and upon such verified statements and depositions as may be required by the court, establishing prima facie that the requirement of full or partial security would impose undue hardship on plaintiffs and serious injustice would result. 2001 Amendment.

Corporate Governance: Principles, Policies, and Practices

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The filing fee for articles of incorporation is $70. Rudimentary is the rule that a corporation is invested by law with a personality distinct and separate from its stockholders or members—by legal fiction and convenience it is shielded by a protective mantel and imbued by law with a character alien to the persons comprising it. xLim v. The court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought into this Commonwealth and kept in this Commonwealth upon such terms and conditions as the order may prescribe.

Corporations and Other Business Organizations: Cases,

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Division without interest holder approval. § 365. At first, individual states issued thousands of special "charters" to establish these new corporations. Our New Jersey business lawyers counsel small to mid-size businesses and high net worth individuals in a variety of corporate and commercial transactions encompassing New Jersey law. But from whom could A have acquired an interest in the corporate property? Controlled by the board of directors Authority are however restricted to the day to day Stockholders may have all the profit but will turn over the management to the governing board But unless the law provides the power may be delegated General rule Corporations must sit and act as a body - Notes on Corporation Law “Notes come in handy only when you have studied…” ©GTan; ASoguilon; VVillanueva 3-10 2– transferring there voting rights in favor of VT Other rights will accrue in favor of them, but not the voting rights Who wins?

Securities Regulation: Liabilities and Remedies (Corporate

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If the legislation specifies incorporators, they are usually government officials. General Provisions ............................ 15900-15901.17 Article 2. Please note that the New York Department of State cannot provide legal advice. Whereupon, we are likewise effect is untenable and should be set aside. Issuance of Memberships .......................... 9310-9313 Article 2. They provide specialized credit and insurance for housing and agriculture.

Companies Act 2006: The New Law (New Law Series)

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A quorum for board meetings usually exists if a majority of the directors in office immediately before the meeting are present. It is now expressly required as a condition for such examination that the one requesting it must not have been guilty of using improperly any information secured through a prior examination and that the person asking for such examination must be acting in good faith and for a legitimate purpose in making his demand Admittedly, he sought to be a stockholder in order to pry into transactions entered into by the respondent bank even before he became a stockholder.
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