Piercing the Corporate Veil in Company Law
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Questions and Answers

What does the mid-term short exam primarily assess?

  • Final exam preparation
  • Theoretical concepts only
  • Basic notions and applied knowledge (correct)
  • Group dynamics

According to the class rules and suggestions, what is the recommended method to take notes?

  • Verbally during class discussions
  • By hand or using computers (correct)
  • Recording the lectures
  • Using only computers

What is one of the class rules regarding phone usage during the session?

  • Use phones for note-taking
  • Use phones for research
  • Allow phones on the table
  • Keep phones away (correct)

What happens if there is any class disruption according to the class rules?

<p>Disciplinary procedure will be initiated (A)</p> Signup and view all the answers

What study approach does the final exam take according to the information provided?

<p>Transversal approach to questions and activities (D)</p> Signup and view all the answers

According to class suggestions, when should students ask the professor questions?

<p>Any question, when necessary (A)</p> Signup and view all the answers

When the corporate veil is 'pierced', what happens to the shareholders?

<p>They are personally liable for the company's debts. (D)</p> Signup and view all the answers

In which situations can the corporate veil be pierced according to the text?

<p>When the company acts fraudulently or abusively against the law. (A)</p> Signup and view all the answers

What does it mean when the text mentions a company being a 'mere façade' or a 'sham'?

<p>The company is used to carry out improper purposes. (C)</p> Signup and view all the answers

In the given example of Corporations A, B, and C, why did Corporation B transfer all its assets to Corporation C?

<p>To continue operating essentially the same business. (B)</p> Signup and view all the answers

What happens to limited liability when the corporate veil is pierced?

<p>It is no longer available to shareholders. (B)</p> Signup and view all the answers

Why would a court disregard the corporate entity and hold shareholders personally liable?

<p>In cases of fraud, wrongdoing, or injustice to third parties. (C)</p> Signup and view all the answers

What legal concept did the House of Lords firmly establish in the Salomon case?

<p>Corporate veil (D)</p> Signup and view all the answers

What did the liquidator on behalf of unsecured creditors allege about the company in the Salomon case?

<p>That it was a sham and essentially an agent of Salomon (A)</p> Signup and view all the answers

What rights did Salomon have through the floating charge in the liquidation process?

<p>Recovery priority over unsecured creditors (C)</p> Signup and view all the answers

According to the House of Lords ruling, what is irrelevant when discussing a company's rights and liabilities?

<p>Motives of those involved in promoting the company (C)</p> Signup and view all the answers

What did the liquidator allege regarding the relationship between Salomon and the company?

<p>Company was essentially an agent of Salomon (C)</p> Signup and view all the answers

What did the House of Lords determine about the company's status despite allegations of being a sham?

<p>It is an independent legal entity with its own rights and liabilities (B)</p> Signup and view all the answers

What type of contribution does Shareholder A make to the company?

<p>Real estate (A)</p> Signup and view all the answers

Which type of contribution does not contribute to the constitution of share capital?

<p>Services (A)</p> Signup and view all the answers

What type of contribution does Shareholder B make to the company?

<p>Cash (C)</p> Signup and view all the answers

Which shareholder contributes services to the company?

<p>None of the above (D)</p> Signup and view all the answers

What is the total share capital of the company with Shareholders Liam, Kate, and Lucy?

<p>It's not provided in the text (D)</p> Signup and view all the answers

In the Ocala Breeders v. Hialeah case, which company was considered the parent company?

<p>Hialeah Park (C)</p> Signup and view all the answers

What activities did the subsidiary company of Ocala Breeders handle?

<p>Non-racetrack activities like weddings (D)</p> Signup and view all the answers

What was the monetary amount involved in the lawsuit against the subsidiary?

<p>USD 1.5 million (C)</p> Signup and view all the answers

Which factor is NOT listed as a reason to lift the corporate veil according to the reading?

<p>Involvement in legal disputes (A)</p> Signup and view all the answers

What must a creditor prove to show that the owner intentionally underfunded the entity?

<p>Undercapitalization to deceive creditors (A)</p> Signup and view all the answers

How does courts analyze if the level of capital in a company is reasonable or enough?

<p>By comparing it to the object and purpose of the business (B)</p> Signup and view all the answers

What happens to a shareholder's stake when a company issues new shares and the shareholder does not subscribe to any of them?

<p>It decreases (B)</p> Signup and view all the answers

Which method can existing shareholders use to avoid dilution of their stake if the company issues new shares?

<p>Exercising pre-emptive rights (D)</p> Signup and view all the answers

What is one way for shareholders to increase the share capital through a tangible contribution?

<p>Contributing machinery or computers (A)</p> Signup and view all the answers

If the value of each share increases without changing the number of shares, what happens to the share capital?

<p>Increases (A)</p> Signup and view all the answers

In what scenario would a shareholder's voting rights and dividends be diluted?

<p>When the shareholder does not participate in new share issuance (A)</p> Signup and view all the answers

How does increasing the nominal value of existing shares impact the share capital?

<p>Increases the share capital without affecting the number of shares (D)</p> Signup and view all the answers

What is required within 8 days of receiving funds paid as a contribution in cash?

<p>Deposit at a notary or dedicated bank account (B)</p> Signup and view all the answers

Who has the authority to appoint a contribution auditor for assessing goods brought in as contributions in kind?

<p>All shareholders unanimously (B)</p> Signup and view all the answers

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

<p>The capital raise becomes invalid (C)</p> Signup and view all the answers

What happens if no valuation is conducted by a contribution auditor for assets contributed?

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

What is included in the reserves used for capital increase under the 'Incorporation of reserves' section?

<p>Retained earnings (D)</p> Signup and view all the answers

When can new shares be subscribed by third parties according to the text?

<p>If pre-emptive rights of shareholders are disregarded (B)</p> Signup and view all the answers

What is the main aim of a capital raise for a company?

<p>To gain credibility with customers and suppliers (B)</p> Signup and view all the answers

How can companies raise capital by issuing new shares?

<p>By increasing the number of shares (D)</p> Signup and view all the answers

What may happen to existing shareholders when a company issues new shares to new members?

<p>Their approval may be required for new shareholders (B)</p> Signup and view all the answers

In a capital raise, what could possibly prevent a company from facing dissolution?

<p>Having equity remain above half of the share capital (C)</p> Signup and view all the answers

How does an increase in share capital impact a company's financial structure?

<p>It enhances the company's capability to avoid dissolution (A)</p> Signup and view all the answers

What is one way a company may raise capital according to the text?

<p>Issuing debt securities (A)</p> Signup and view all the answers

What percentage of votes cast in favor of the resolution is generally required for a special resolution to decide on capital raising?

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

In what cases does a capital increase require a unanimous decision according to the text?

<p>Increasing the number of newly issued shares (D)</p> Signup and view all the answers

What is the minimum deadline for subscribing to shares before a capital increase in cash?

<p>5 days (A)</p> Signup and view all the answers

What is one requirement when initiating a capital increase in cash?

<p>The initial share capital must be fully paid up (A)</p> Signup and view all the answers

What does a special resolution for capital raising generally state according to the text?

<p>The overall amount of the capital increase (B)</p> Signup and view all the answers

What formal step needs to be taken regarding the articles of association during a capital increase?

<p>Amendment of the articles of association (A)</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>Exercise of due care, act in good faith, reasonable belief in corporate interest (B)</p> Signup and view all the answers

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

<p>He took quick actions without any informed business judgment (C)</p> Signup and view all the answers

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

<p>Amending articles without shareholder approval, lawful actions only, following bylaw provisions (B)</p> Signup and view all the answers

What type of actions may directors not take without first obtaining shareholder approval?

<p>Amending the articles of incorporation (A)</p> Signup and view all the answers

What is required for a director's inaction to be protected by the Business Judgment Rule?

<p>Conscious decision to refrain from acting (B)</p> Signup and view all the answers

In what scenario can a director's actions breach the duty of care?

<p>When informed business judgment is lacking (D)</p> Signup and view all the answers

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