Legal Challenges of Companies 2023/2024: Capital Raising Formalities Quiz
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Questions and Answers

What is the primary purpose of a capital raise for a company?

  • Avoiding dissolution when equity decreases (correct)
  • Minimizing credibility with stakeholders
  • Decreasing the share capital
  • Increasing the number of directors
  • How can companies raise capital by issuing new shares?

  • Decreasing the share capital
  • Diluting the existing shareholders
  • Integrating existing shareholders
  • Obtaining shareholder approval (correct)
  • In the given example, what happens to the company's share capital when 1,000 new shares of €100 each are issued?

  • It doubles to €1,000,000
  • It increases to €600,000 (correct)
  • It remains at €500,000
  • It decreases to €400,000
  • What may happen to existing shareholders when a company integrates new shareholders through a capital raise?

    <p>Their voting power decreases</p> Signup and view all the answers

    When can new shareholders be subject to approval by existing shareholders?

    <p>When articles of association require it</p> Signup and view all the answers

    What could be a consequence for a company if its equity falls below half of the share capital?

    <p>Possibility of dissolution</p> Signup and view all the answers

    What is the consequence of making a capital increase without considering the pre-emptive rights of shareholders?

    <p>The capital increase is not valid</p> Signup and view all the answers

    Who is responsible for appointing the contribution auditor for contributions in kind?

    <p>President of the commercial court</p> Signup and view all the answers

    What happens if there is no valuation by a contributions’ auditor for contributions in kind?

    <p>Shareholders have joint and several liability for 5 years</p> Signup and view all the answers

    What is the time limit for depositing funds paid as a contribution in cash?

    <p>8 days</p> Signup and view all the answers

    Which reserves can be utilized when incorporating reserves in a capital raise?

    <p>Undistributed earnings allocated to reserves</p> Signup and view all the answers

    What happens if shareholders are not obliged to subscribe to the new shares in a capital raise?

    <p>Their entitlement to new shares is retained</p> Signup and view all the answers

    What is the main responsibility of a corporation's board of directors?

    <p>Making major business and policy decisions</p> Signup and view all the answers

    Who appoints officers in a corporation?

    <p>Board of Directors (BOD)</p> Signup and view all the answers

    What is the role of an officer in a corporation?

    <p>Carrying out the board's policies and day-to-day decisions</p> Signup and view all the answers

    In a corporation, who manages the corporation's business and affairs?

    <p>Board of Directors</p> Signup and view all the answers

    What distinguishes a director from an officer in a corporation?

    <p>Being elected by shareholders</p> Signup and view all the answers

    Where do officers in a corporation receive their powers from?

    <p>Board of Directors (BOD)</p> Signup and view all the answers

    What type of resolution is required for deciding on a capital raising according to the text?

    <p>Special resolution</p> Signup and view all the answers

    In a general meeting of shareholders, what majority is usually required for a special resolution on capital raising?

    <p>75%</p> Signup and view all the answers

    What is required when increasing the nominal value of shares in terms of decision making?

    <p>Unanimous decision</p> Signup and view all the answers

    What key information must be included in the special resolution for a capital increase according to the text?

    <p>Number of newly issued shares</p> Signup and view all the answers

    Before a capital increase in cash, what condition must be met regarding the initial share capital?

    <p>Must be fully paid up</p> Signup and view all the answers

    Which step is necessary after passing the special resolution for capital raising?

    <p>Publishing a legal announcement</p> Signup and view all the answers

    What are the 3 standards applied to directors/officers to determine compliance with the Business Judgment Rule?

    <p>Informed decision, Duty to monitor, Conscious decision to refrain from acting</p> Signup and view all the answers

    In the case of Smith v. Van Gorkom, why was the director found to be grossly negligent?

    <p>He rapidly approved the merger without substantial inquiry</p> Signup and view all the answers

    What are some limitations on the powers of directors mentioned in the text?

    <p>They must act within the corporation's articles of incorporation</p> Signup and view all the answers

    What is the significance of the 'Business Judgment Rule' for directors and officers?

    <p>It shields directors from liability for informed decisions made in good faith</p> Signup and view all the answers

    Why is it important for directors not to engage in self-dealing or conflicts of interest?

    <p>To comply with legal requirements and standards of care</p> Signup and view all the answers

    What is the primary duty of care expected from directors and officers in a corporation?

    <p>Exercising reasonably good judgement and informed decisions</p> Signup and view all the answers

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