Corporations revisions: y No piercing of corporate veil o Unless TWIST  T- Shareholders holding 10% or more are personally liable for

any unpaid salary or any compensation y Unpaid employee must send a notice of his intention to hold these shareholders personally liable with in 180 of termination of salary y If the judgment comes unsatisfied- can sue shareholders in their personal capacity with I n 90 days  W- failure to maintain Workers compensation insurance  I- Illegality  Failure to pay statutory taxes- person in charge of accounting can be held liable for mismanagement  T- Tortuious conduct by shareholders renders them personally liable. COI must include the following o PVT McLAW  P- Any preemeption rights of shareholders- old corp- assumed, new corpunless expressly stated  V- If value of no par shares are to be determined by the shareholders, should be in the COI  T- Restrictions on stock transfer form y Restriction whether- corporation should have the right of first refusal or requires BoD approval before it can be sold to a 3rd party  M- Maxi majority voting y If COI seeks to increase or decrease majority of votes needed for director or shareholder meeting- must be in COI  C- Cumulative voting- number of shares* number of directors to be elected  L- if COI seeks to decrease voting required for voluntary dissolution y Dissolution o Old corp = 2/3rd majority o New Corp= Majority of shares  10% of shareholders can call for a meeting to seek dissolution  If there are two factions acrimoniously divided that they are deadlocked- 50% can call for judicial petition such that dissolution would be in the best interest of the shareholders  A shareholder can petition if for two consecutive years in annual shareholder meeting, they have failed to elect a director or conduct a business  1140 a dissolution by 20% or more stockholder to petition for ID FLOW y I-Illegality of the board y Diversion of funds to majority share holders

y F- fraud y Looting of corporate assets y O- oppressive actions y W- waste of corporate assets  A- agreement by SH to act without a SH meeting y To vote in a certain way y To limit a dir.s power y For direct management by SHs  W- dissolution at will or on a specific event Need SH and BOD approval for o DAM SLAP PLAN  D- dissolution  A- substantial sale or lease of corporate assets not done in business usual course of business  M- Merger or consolidation y Change in the organic structure  M- Maxi vote change  S- Surety for the director  L- Location y Need either SH or BOD approval  A- Agent authorised to receive y Need either SH or BOD approval  P- Limiting or expanding the purpose of the corp  L- Loan to directors or acting as a surety for a director s loan y Requires BoD approval only (excluding interested director) if the board has adopted the plan of granting personal loans to directors y Or concurs that it would be in the best interest of the corporation to provide loan /guarantee to the interested director  A- abolish or amend or repeal or limit dir liability for negligence  N- name change Dir Committees o Board can not delegate any VCAB activity  V- filling the board vacancy  C- Directors compensation  A B- Any DAM SLAP PLAN activity which needs boards approval Shareholder o Have CAMP appraisal rights  C- Cumulative voting rights being taken out or reduced  A- Substantial lease or sale of business assets not done in regular activity  M- Merger or consolidation  P- Pre emptive rights o AIM  A- Net asset Value of company s stock liabilities

I- Investment valuation of SH s stock y Price to earning ratio  M- Market value- what a reasonable buyer would buy. o Pre-emptive rights- if COATT activity- no requirement to offer to S/H first  C- where shares are paid for non cash consideration y I.e. shares issued to buy property etc.  O- changing the organic structure y Merger and consolidation  A- attract and retain corp employees  T- two years from filling  T- treasury shares o Proxy can not be revoked if PEACE  P- pledge  E- entitled  A- agreement to vote in a certain way  C- proxy given to creditor to persuade him from extending or maintain the credit facility  E- Employee attraction o Derivative action- on behalf of corp by SH for mismanagement Notice on board to investigate and correct  No need if it would have been futile y The whole board benefitted y Board did not appraise itself of risks of the transaction and mere rubber stamped a dominant directors decision y Transaction so egregious that BJR will not protect it  BJR- if it is GAP y Good faith y Actions with in authorised authority y Corporate purpose Directors o Can not indemnify or limit liability for BIG DR AL actions  B- Bad faith  I- Illegality  G- Used company for personal gain  D- Dividend without surplus profit  R- Redemption of shares without surplus  A- diverting assets to shareholders for their investment without paying corp creditors  L-Failure to dissent on an improper loan o