St. Johns University School of Law Business Organizations 2 Outline

Professor Name:

William Harrington

Class Year:

1996

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

I. THEMES OF CORPORATE LAW

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

II. COURSE THEMES

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