True or False Since articles of incorporation provisions are intramural in nature and are not meant to bind parties outside the corporate family, it stands to reason that the public dealings with the corporation are not supposed to be interested in the provisions of its articles of incorporation, and therefore should not be bound thereby.
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True or False
Since articles of incorporation provisions are intramural in nature and are not meant to bind parties outside the corporate family, it stands to reason that the public dealings with the corporation are not supposed to be interested in the provisions of its articles of incorporation, and therefore should not be bound thereby.
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- True or False 1. The power to borrow or obtain a loan is one of the enumerated corporate powers under the Code, it is really an inherent or implied power of every corporation since it flows from its being granted the capacity to contract or to obligate itself as a juridical person under Article 46 of the Civil Code. In addition, the express powers to enter into the accessory contracts of "pledge" or "mortgage" under Section 35(g), must necessary include the power to enter into the accessory contract of loan 2.Cash dividends are declared by the majority of the quorum of the board of directors with the concurrence of the stockholders representing at least 2/3 of the outstanding capital stock 3.It is a well-established principle that the contents of the bylaws that contravene the Constitution and the laws of the land are deemed void; and that in case of contradiction to any of the provisions of the articles of incorporation, the By-Laws' provision/s shall prevail 4.The Supreme Court…Chapter 11 bankruptcy provides for: a. adjustment of debts of a municipality b. reorganization of a corporation c. liquidation proceedings d. adjustment of farmers' debtsa. Benson goes into bankruptcy. His estate is not sufficient to pay all taxes owed. Explain whether Benson’s taxes are discharged by the proceedings. b. Benson obtained property from Anderson on credit by representing that he was solvent when in fact he knew he was insolvent. Explain whether Benson’s debt to Anderson is discharged by Benson’s discharge in bankruptcy.
- If a member of a limited liability company dissociates from the firm in violation of the operating agreement, the member can be held liable for any loss to the business resulting from the withdrawal. True False. Explain what constitutes an act of bankruptcy according to canadian lawThe Johnson Company, a corporation organized under the laws of State X, after proper authorization by the shareholders, sold its entire assets to the Samson Company, also a State X corporation. Ellen, an unpaid creditor of the Johnson Company, sues the Samson Company upon her claim. Is Samson liable? Explain.
- describing a Limited Liability Company (LLC) business that would created. Indicate a specific provisions that would be include in the LLC's Articles of Organization.Parker and Phillips incorporated P & P Resorts Inc., a closely held Texas corporation. Parker was president and Phillips served as vice president and director for operations. Parker owned 40% of the stock, while Phillips owned 60%. Both men met with CTA, a group of travel agents from California to discuss special deals for booking groups into the resorts. After the first meeting, all contracts with CTA were made by Phillips, who learned that there was a good chance that CTA would award the contract to P&P Resorts. Phillips incorporated Travel Brokers and was its sole owner. Phillips used P& P Resort’s time to work on proposals for Travel Brokers and managed to keep negotiations with CTA a secret from Parker. When Parker discovered Phillip’s actions, he filed suit against him for wrongfully taking a corporate opportunity from P &P Resorts. Phillips claimed that he did not take a corporate opportunity because Travel Brokers did not have the financial ability to…Johnson and Wilson were the principal shareholders in Matthew Corporation, located in the city of Jonesville, Wisconsin. This corporation was engaged in the business of manufacturing paper novelties, which were sold over a wide area in the Midwest. The corporation was also in the business of binding books. Johnson purchased Wilson’s shares of the Matthew Corporation, and in consideration thereof, Wilson agreed that for a period of two years he would not (a) manufacture or sell in Wisconsin any paper novelties of any kind that would compete with those sold by the Matthew Corporation or (b) engage in the bookbinding business in the city of Jonesville. Discuss the validity and effect, if any, of this agreement.
- Little Switzerland Brewing Company was incorporated on January 28. On February 18, Ellison and Oxley were made directors of the company after they purchased some stock. Then on September 25, Ellison and Oxley signed stock subscription agreements to purchase five thousand shares each. Under the agreement, they both issued a note that indicated that they would pay for the stock “at their discretion.” Two years later in March, the board of directors passed a resolution canceling the stock subscription agreements of Ellison and Oxley. The creditors of Little Switzerland brought suit against Ellison and Oxley to recover the money owed under the subscription agreements. Are Ellison and Oxley liable? Why or why not?When a corporation wishes to issue certain securities, it must provide sufficient information for an unsophisticated investor to evaluate the financial risk involved. Specifically, the law imposes liability for making a false statement or omission that is "material." What sort of information would an investor consider "material" pursuant to the Securities Exchange Act of 1934? Be sure to explain the Act and provide two recent case examples where material representation or omission amounted to securities fraud in violation of SEC Rule 10b-5.Under our NCC, an heir may institute an action for rescission of a rescissible contract in his capacity as a representative or successor-in-interest of a person who suffers from lesion or of the creditor who is defrauded. Suppose, however, that it can be established that the decedent, during his lifetime, entered into a contract with another in order to defraud him of his legitime, can he institute an action for the rescission of such contract after the death of the decedent?