NY Business Relationships Flashcards
6 cards from real NYLE practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 6 NY Business Relationships flashcards as text
Under the BCL, what shareholder vote is generally required to approve a plan of merger of two New York corporations incorporated after the 1998 amendment to BCL § 903, absent a higher requirement in the certificate of incorporation?
Answer: A majority of the votes of all outstanding shares entitled to vote
BCL § 903(a)(2) requires, for corporations incorporated after the 1998 amendment (or older ones whose certificate so provides), adoption by a majority of the votes of all outstanding shares entitled to vote. Only older corporations that never opted in still require two-thirds. The vote is measured against all outstanding shares, not merely those present.
Under New York law, what is the doctrine of 'piercing the corporate veil'?
Answer: A court may disregard the corporate form and hold shareholders personally liable when the corporation is used as an alter ego to perpetrate fraud or injustice
Piercing the corporate veil allows courts to disregard the separate legal entity of a corporation when it has been used as an alter ego to perpetrate fraud or injustice.
Under New York's Uniform Partnership Act, what happens to a general partnership when a partner dies?
Answer: The partnership is dissolved but must wind up its affairs
Under New York Partnership Law § 62, the death of a partner causes dissolution of the partnership, followed by a winding-up period.
Under New York law, which entity provides the most flexible internal governance structure?
Answer: Limited liability company
New York LLCs offer the most flexibility because their governance is primarily determined by the operating agreement, with few mandatory statutory requirements.
Under BCL § 630, what is the personal liability of the ten largest shareholders of certain New York corporations?
Answer: They are jointly and severally liable for unpaid wages and salaries of corporate employees
BCL § 630 imposes joint and several liability on the ten largest shareholders of certain non-publicly traded corporations for unpaid wages and salaries owed to employees.
Under New York law, what is required to form a general partnership?
Answer: An association of two or more persons to carry on as co-owners a business for profit
Under NY Partnership Law § 10, a general partnership is created by an association of two or more persons to carry on a business for profit, with no filing requirement.