Category: Corporations
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Corporations Essay Openers for California Bar Exam
Corporations – Opening Paragraphs Organization De Jure Corporation In order to form a valid corporation, one or more incorporators must file articles of incorporation with the Secretary of State. When the Secretary accepts the Articles, a de jure corporation is formed. The articles of incorporation must also state the corporation’s purpose. At common law, where…
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Attack Sheet for California Bar Exam Corporations
CORPORATIONS ATTACK ORGANIZATION OF CORPORATION Formation Requirements (people + paper + act) One or more incorporators + articles of incorporation (K b/w corp & SH, corp & state) + filing Legal Significance Internal Affairs Doctrine: internal affairs of corp are governed by the law of the state of incorp Limited Liability: D&Os not personally liable…
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Corporations Outline for the California Bar Exam
Organization and Formation Pre-Incorporation Contracts Promoter = Person acting on behalf of unformed corp A fiduciaryof the corp – duty of fair disclosure and good faith Secret profit rule. – Promoter cannot make a secret profit on her dealings with the corp. Disclosure to corp is a defense. Sale of prop acquired before becoming P…