Michael Wechsler

St. Johns University School of Law Business Organizations 2 Outline 2016-01-05

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William Harrington
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Business Organizations 2 law outline, 54 pages in Microsoft Word format.


A. corporate law is an intensely political subject
1. managerial
2. Chicagoan
3. reformist

B. corporate law from a national prospective is a comparative/statutory subject


A. power in the corporation - how it is or should be allocated
B. accountability for the power
C. finance

III. STOCKHOLDERS MEETINGS: certain corp acts need the vote of a SH who must act collegially at a meeting

NY: § 602(a) meetings of the SH may be held at such place fixed by COI or the by-laws or if not fixed at the corp.'s PPB

A. annual meeting §§ 602/603 -- general American rule is that it is MANDATORY not option -- cannot K around
1. directors are elected by SH at annual meeting
2. to conduct "any other business" at annual meeting --
NOTICE is NOT necessary - any business can come up regardless of notice

B. special meeting: § 602(c) -- mechanism for the BOD or other authorized persons given in the COI or the by-laws

1. importance of NOTICE of a special meeting §§ 602(c), 605(a) - must tell SH what the meeting if for
2. items of business that are not included in the notice will be invalid if they come up in a special meeting

§ 605(a) a. time frame: 10 days to 50 days notice before the meeting
b. place, date, and time
c. existence of any appraisal rights

§ 605(b)
a. if BOD has made a by-law change that affects the power of the directors must include a description of the change in any notice
b. if special meeting, notice MUST state who called it AND the purpose of the meeting

NY/American Rule: if notice is NOT given to all eligible people, it is invalid
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