Management and control Bar Exam Flashcards - Medical Study Cards
Master Management and control with Oncourse flashcards. These spaced repetition flashcards are designed for medical students preparing for NEET PG, USMLE Step 1, USMLE Step 2, MBBS exams, and other medical licensing examinations.
Management and control Flashcard Deck - 10 Cards
Flashcard 1: Who generally manages a corporation under the default rule?
Answer: The board of directors manages the corporation’s business and affairs, subject to the corporation statute and articles or bylaws. Shareholders generally elect directors but do not manage ordinary business decisions.
Flashcard 2: Who may remove a corporate director, and what is the majority rule?
Answer: Shareholders generally may remove directors with or without cause unless the statute or governing documents limit removal, such as by requiring cause or prohibiting removal of directors elected by cumulative voting. The board generally cannot remove a director merely because it disagrees with the director’s vote.
Flashcard 3: How are ordinary and extraordinary LLC decisions generally approved?
Answer: Under the majority default rule for a member-managed LLC, ordinary-course decisions are approved by a majority of the members based on their interests, while extraordinary matters generally require unanimous member consent. The operating agreement and applicable LLC statute may change these requirements.
Flashcard 4: What authority does a member or manager have to bind an LLC?
Answer: A member of a member-managed LLC, or a manager of a manager-managed LLC, generally has authority to conduct ordinary-course business. Authority may be limited by the operating agreement, but the LLC can still be bound when a third party reasonably relies on apparent authority.
Flashcard 5: What is a quorum of a corporate board?
Answer: A quorum is the required minimum number of directors present to conduct business, usually a majority of the authorized number of directors. A board action taken without a quorum is generally invalid unless properly ratified.
Flashcard 6: What vote is generally required for directors to approve corporate action?
Answer: Under the majority rule, action requires a quorum to be present and approval by a majority of the directors present, unless the governing law or documents require more. Abstentions generally count as neither votes for nor against.
Flashcard 7: What is cumulative voting, and what is its purpose?
Answer: Cumulative voting allows a shareholder to multiply the number of shares owned by the number of director seats being filled and cast the total for one or more candidates. Its purpose is to help minority shareholders obtain board representation, but it applies only when authorized by the governing law or corporate documents.
Flashcard 8: Under the majority default rule, who manages an LLC?
Answer: A member-managed LLC is the majority default rule, so each member may participate in management and has authority in the ordinary course of business. A manager-managed LLC is managed by designated managers, while members generally retain voting rights on specified major matters.
Flashcard 9: What matters generally require shareholder approval?
Answer: Shareholders generally vote on electing directors, removing directors when permitted, fundamental transactions, certain amendments to the articles, and dissolution. The board usually proposes these actions, and the required vote is set by statute and the governing documents.
Flashcard 10: What authority do corporate officers have?
Answer: Officers have the actual authority granted by the board, bylaws, or governing law and the apparent authority reasonably associated with their position. The corporation may be bound to a third party who reasonably relies on an officer’s apparent authority, even if the officer exceeded actual authority.
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