Session 1 - Permitted Shareholders

a. How many classes of stock can a corporation have?

b. Do all shareholders have voting rights?

c. What decisions do shareholders vote on?

d. Is an individual shareholder an agent of the corporation? Based on your answer what is the practical impact?

Session 2 Shareholder Voting

a. How does the quorum requirement for holding shareholder meetings apply?

a. What is cumulative voting and when does it apply?

b. How is it different than regular voting?

c. Is this intended to benefit minority shareholders or majority shareholders?

Session 3 Shareholder Liability, Exception to the General Rule

a. Based on our Chapter 37 discussion how would you describe a corporate shareholders responsibility for debts and liabilities of the corporation?

b. What does piercing the corporate veil mean?

c. When does it apply?

d. Team 4s case.

Session 4 Directors vs. Officers

a. What fiduciary duties are directors and officers required to meet?

b. Are shareholders subject to these duties?

c. What is the business judgment rule?

d. What fiduciary duty does the business judgment rule apply to?

e. How is the business judgment rule satisfied?

i. What factors should be considered to determine if the business judgment rule is satisfied by the directors and/or officers?

Session 5 Who Should Act?