Shareholder Liability & Piercing the Corporate Veil
Generally, shareholders, directors, and officers are NOT personally liable for the liabilities and obligations of the corporation. However, courts may disregard the corporate form and hold individual corporate shareholders, directors, and officers personally liable for actions taken on behalf of the corporate entity. A court will pierce the corporate veil and hold the shareholders personally liable in the following situations: (1) the corporation is acting as the alter ego of the shareholders – where there is little or no separation between the shareholder and the corporation (i.e. where an individual utilizes the corporate form for personal reasons); (2) where the shareholders failed to follow corporate formalities; (3) the corporation was inadequately capitalized at its inception to cover debts and prospective liabilities; OR (4) to prevent fraud. A court is more likely to pierce the corporate veil for tort actions rather than contract disputes.
Shareholders in a close-corporation owe the other shareholders the duty of loyalty and good faith, and will be liable for any damages resulting from a breach of said fiduciary duties.
Under the RMBCA (and most states), a corporation has the power to do all things necessary or convenient to carry out its business and affairs, including: (1) to sue and be sued; (2) to own, lease, or convey real or personal property; (3) to make contracts, incur liabilities, borrow money, issue notesor bonds; (4) to lend money and make investments; (5) to own or be involved with another business entity; (6) to fix the compensation of directors, officers, and employees; (7) to lend directors, officers, employees money; (8) to make charitable donations; (9) to make payments or donations that furthers the business and affairs of the corporation; and (10) to pay or engage in lobbying to aid governmental policy.
A corporation may only engage in activities that are within the stated corporate purpose in its Articles of Incorporation. When a corporation’s activities are outside of the scope of the stated corporate purpose, such activities are deemed ultra vires. Under common law, a corporation’s ultra vires acts are deemed void and unenforceable. However, under the Revised Model Business Corporation Act (RMBCA), the validity of ultra vires acts cannot be challenged on the grounds that the corporation lacked the power to act.
Ultra vires acts are generally valid and enforceable, BUT the individual directors and officers who approved that transaction can be held personally liable.
The corporation’s power to act may be challenged in three ways: (1) when a shareholder sues the corporation to enjoin the ultra vires act; (2) when the corporation (directly or derivatively) sues an officer or director for damages for approving an ultra vires act; OR (3) the state brings an action to dissolve the corporation for committing an ultra vires act.
Promoter Liability: A promoter is a person who acts on behalf of a corporation that has not yet been formed. A promoter remains personally liable on any pre- incorporation contract entered into EVEN IF the corporation subsequently adopts the contract. Two Exceptions to this rule exist: (1) where there was a subsequent novation (an agreement by all parties to substitute the corporation for the promoter as the contracting party and to relieve the promoter of the contractual obligations); OR (2) if the contract explicitly provides that the promoter has no personal liability on the contract. A promoter may seek reimbursement from the corporation for
any liability, but he CANNOT compel the corporation to pay
for the same.
Corporate Liability: A corporation is NOT liable for a pre-incorporation contract entered into by a promoter UNLESS the corporation adopts the contract. A corporation may adopt the contract either: (a) expressly – through a board resolution; OR (b) impliedly – by knowing the materials terms and accepting/retaining benefits of the contract.
Wattage up! I'm recharged and ready to go!
You all ready for the Octrain?
Science rules all. With its help, we will too.
Black Market here. In the mood for some shopping?
Alright fam, you can lean on Gibraltar.
It's Dupes O'Clock.
Switching to drone view. Watch my back.
Gonna drill some sense into yas
Here’s a chapter-wise summary of "What to Do When There’s Too Much to Do" by Laura Stack:
Chapter 1: The Problem with Traditional Time Management
Laura Stack argues that traditional time management techniques are no longer effective in today’s fast-paced world. She introduces the concept of "Reductionist Time Management," where the focus is on doing less but better.
Chapter 2: Evaluate Your Tasks
This chapter emphasizes the importance of identifying and eliminating low-value tasks. Stack introduces the concept of the "3T's"—Trim, Transfer, and Trash—where you focus on essential tasks, delegate, or eliminate unnecessary work.
Chapter 3: Reduce Task Overload
Stack provides strategies for reducing the number of tasks on your to-do list. She discusses the significance of saying "no" and setting boundaries to avoid overcommitment.
Chapter 4: Prioritize High-Impact Activities
This chapter emphasizes the importance of prioritizing tasks that have the most significant impact on your goals. Stack introduces the "Focal Points" technique to help you concentrate on what truly matters.
Chapter 5: Organize Your Work Environment
Laura Stack discusses the importance of creating an efficient workspace. She provides tips for organizing physical and digital spaces to minimize distractions and increase productivity.
Chapter 6: Streamline Communication
This chapter focuses on improving communication efficiency. Stack provides techniques for managing emails, meetings, and other forms of communication that can often take up too much time.
Chapter 7: Automate and Delegate
Stack emphasizes the importance of automation and delegation in managing workloads. She suggests using technology to automate repetitive tasks and delegating tasks to others whenever possible.
Chapter 8: Sustain Your Energy
In this chapter, Stack discusses the importance of maintaining physical and mental energy. She provides tips on how to stay motivated and avoid burnout, including managing stress, taking breaks, and maintaining a healthy lifestyle.
Chapter 9: Monitor and Adjust
The final chapter emphasizes the importance of regularly reviewing your progress and adjusting your strategies as needed. Stack encourages continuous improvement and flexibility in your approach to managing tasks.
Conclusion: Less is More
Stack concludes by reinforcing the idea that doing less can lead to greater productivity and satisfaction. The goal is not to do everything but to do the right things effectively.
The book is a practical guide for anyone feeling overwhelmed by their workload, offering actionable strategies to manage time and tasks more efficiently.
Cersei Lannister is furious upon learning that Stannis Baratheon is circulating letters accusing her of incest. The small council has two copies of the proclamation: one received by Maester Frenken at Castle Stokeworth and a second received by Lord Gyles Rosby. Littlefinger notes that if Stannis sent letters to them, every other lord in the Seven Kingdoms has seen a copy. Cersei wants every copy burned so that neither her father nor Joffrey learns of them, but Tyrion Lannister points out copies have likely been sent to Harrenhal and Casterly Rock as well and the secret is out. When Cersei rages that she is being accused of incest, adultery, and treason, Tyrion is impressed by her acting skills since he knows the accusations are perfectly true. He points out that such claims are to be expected since Stannis needs a pretext to justify his rebellion. When Cersei insists she will not be called a whore, Tyrion only thinks that Stannis never claimed Jaime paid her.
Glancing back over the letter, Tyrion points out the strange words "Done in the Light of the Lord." Grand Maester Pycelle explains it is a term commonly used in Free Cities, and Littlefinger notes that Varys, who is absent for reasons known only to Tyrion, reported years ago that Stannis' wife Selyse took up with a red priest. Tyrion notes that this can be used as propaganda against Stannis.
Cersei brings up the accusations again and urges an edict to suppress its dissemination. Tyrion points out that tearing out a man's tongue only proves you fear what he might say. When Cersei asks what he proposes, Tyrion suggests they just let people whisper until they grow bored; without proof many will see the letter as Stannis' pathetic attempt to justify his rebellion. Littlefinger agrees, adding that they should fight fire with fire by spreading a similar rumor that Shireen Baratheon is a bastard and Stannis a cuckold.
Littlefinger proposes Shireen's fool Patchface should be called the father to make the story more shocking. Pycelle exclaims that Lady Selyse would never bring a fool into her bed, but Littlefinger replies one would have to be a fool to want to bed Selyse. He adds that the fool's devotion to the girl, and their similarly mottled, half-frozen faces will enforce the tale. Pycelle protests that Shireen was scarred by greyscale, but Littlefinger notes the smallfolk are not known for their intelligence. Cersei smiles and calls Littlefinger wicked, and he thanks her. Tyrion recommends the news not come from them lest it be seen as the self-serving lie it is, and Littlefinger suggests using whores and pot-shops.
Tyrion takes his leave, and when Cersei asks why, he tells her he is having a gift made for Joffrey: a little chain. Cersei retorts that Joffrey has lots of chains and Tyrion cannot buy his love. Tyrion replies that one day Joffrey may treasure this chain above all others.
Bronn is waiting outside to inform Tyrion the smiths he summoned are waiting in his audience chamber. Tyrion compliments the sellsword that he almost sounds like a proper courtier and teases that he will be kneeling next. Bronn responds with, "Fuck you, dwarf." Tyrion counters with, "That's Shae's task." As Bronn escorts him back to the Tower of the Hand, Lady Tanda Stokeworth hails Tyrion, but he ignores her and gives orders for his litter to be prepared. In his chambers, he finds his timid squire Podrick Payne laying out his clothing and the Hand's chain of office.
Entering his audience chamber, Tyrion cuts straight to the point by presenting the assembled smiths with three links of an immense chain and commanding them to make a thousand more. He orders every forge and every metalworker in the city put to work making and joining more links, and puts Goodman Ironbelly in charge of seeing it done. The smiths immediately ask about the queen's orders for armor and weapons, and her threat of crushed hands for missed quotas. Tyrion assures them no hands will be crushed, thinking of the love Cersei is creating for them among the smallfolk. Ironbelly asks about supplies of iron and coke, and Tyrion promises Lord Baelish will see they have enough coin while the City Watch will help them find and melt down every horseshoe in the city for iron if required. Then an older smith, Salloreon, complains that such work is only fit for common smiths, not master armorers like himself. He offers to make Tyrion a terrifying suit of plate instead, but Tyrion replies that he can either make chains or wear them, and then departs.
Outside, Bronn waits with a litter and an escort of Black Ears. As he travels, Tyrion muses that he has set hundreds of carpenters to building fishing boats instead of catapults, opened the kingswood to hunters, and even sent gold cloaks foraging to deal with hunger in the city, but people still give him accusing looks. He also reflects that Cersei missed the importance of Stannis declaring himself king, and wonders what Renly Baratheon will make of it. Peering out into the streets he wonders who the informers in the crowd are, and decides they are likely the most innocent-looking ones.
His destination is a two-story brothel behind Rhaenys's Hill. Inside, he is greeted by a tall, black-skinned woman who names herself Chataya. When Tyrion asks to see the girls, Chataya recommends a dark-skinned girl of 16 who turns out to be her daughter Alayaya; in the Summer Isles being a whore is considered an honor and pleasing to the gods. Tyrion wonders what the gods have to do with it, and jests that he would be much more religious if he could pray with his cock.
Leading Tyrion upstairs to the turret room, Alayaya directs him into a wardrobe, where he finds a secret panel and beyond that a hidden shaft leading down to an underground tunnel where Varys waits in disguise. Tyrion asks if Chataya can be trusted, and Varys explains she has no love for the queen and is grateful to be rid of Allar Deem. When Tyrion asks how the brothel came to have a secret entrance, Varys explains that the tunnel was dug for another Hand who would not enter the house openly.
Emerging into a stable, Varys helps disguise Tyrion as a child and saddle a horse to ride to Shae's manse. Tyrion tells him that Stannis has accused Jaime and Cersei of incest, and asks how he came by that suspicion. Varys responds that perhaps someone whispered it to him, or else he simply looked at color of a bastard's hair as Jon Arryn and Eddard Stark did; after all, each of the eight bastards of King Robert that Varys knows had black hair regardless of their mother's color. Tyrion wonders if the whisper might have come from Littlefinger, but Varys refuses to confirm. After Varys helps him mount, Tyrion declares to Varys that he is either his best friend or his worst enemy. Varys replies that he feels quite the same about Tyrion.
A de facto corporation enjoys the same benefits and powers of a properly formed corporation. A de facto corporation exists where the entity: (1) made a good faith attempt to incorporate; (2) is otherwise eligible to incorporate; AND (3) took some action indicating that it considered itself a corporation. HOWEVER, only a person who was unaware that the corporation was not properly formed may assert the de facto corporation doctrine.
Corporation by Estoppel
Under the doctrine of corporation by estoppel, any person or entity that treated a business as a corporation may be estopped from denying that the business is corporation, even if a valid corporation was NOT formed. The doctrine
of corporation by estoppel applies to BOTH: (a) third-parties that treated the business as a corporation; and (b) an entity that held itself out as a corporation and benefited from that claim. HOWEVER, the corporation by estoppel doctrine DOES NOT apply to tort actions.
De Jure Corporation
A legally formed corporation is called a de jure corporation. A corporation is legally formed when the Articles of Incorporation are filed with the Secretary of State (paying a fee is required to file).
A corporation that is not legally formed CANNOT enter into contractual obligations and in such instance personal liability of the owners/promotors will result (UNLESS either the exception of De Facto Corporation or Corporation by Estoppel applies).
Formation of a Corporation & Articles of Incorporation
A corporation’s existence begins on the date the Articles of Incorporation are filed with the Secretary of State, UNLESS a delayed effective date is specified. An earlier effective date CANNOT be specified because a corporation CANNOT exist until the Articles of Incorporation are properly filed.
The Articles of Incorporation MUST contain: (1) the corporate name; (2) the number of shares the corporation is authorized to issue; (3) the address of the corporation’s initial registered office and the name of its initial registered agent at that office; AND (4) the name and address of each incorporator.
The abandoned village of Whitetree is dominated by the largest tree Jon Snow has ever seen. The weirwood shades the entire village beneath its canopy, but the size does not disturb Jon as much as the face, whose jagged mouth is large enough to swallow a sheep and contains human bones. Lord Commander Mormont notes that the tree is old, and Jon adds that it is powerful as well.
Thoren Smallwood declares he now understands why the men feared the heart trees when they first came to Westeros and cut them down. Jon replies that his father claimed no man could tell a lie in front of a heart tree, and Mormont agrees his father said the same. Mormont asks Jon to retrieve the blackened skull from the ashes. When he reaches in, Jon finds another skull under it. As he examines the skull, Mormont wishes he had asked why the wildlings burn their dead when there were still a few around to ask. Jon remembers the wight he fought and is certain he knows the reason.
Musing on what they might learn if bones could talk, Mormont orders the houses searched. Jon is paired with Eddison Tollett, nicknamed Dolorous Edd. As they search, Dolorous Edd says the dead walking is bad enough, but now Mormont wants them talking, too. The grey-haired squire adds that the dead might lie, or be full of tedious complaints. Entering one of the houses, Jon notes the dirt floor and lack of furnishing and calls it is a dismal place to live. Dolorous Edd replies that he was born in such a house, but then fell on hard times.
They find nothing, as expected. Whitetree is the fourth village they have searched and each has been as empty. When Jon asks what he thinks happened here, Dolorous Edd responds he does not want to imagine. Reemerging, they find Chett using the hounds to search and cursing angrily. When Jon meets Chett's eyes, he can tell there is no love lost between them. Thoren Smallwood, dressed in the late Ser Jaremy Rykker's armor and cloak and looking more lordly than Mormont, declares there were wildlings here a year ago. Jarman Buckwell replies that much can change in a year. Ser Mallador Locke opines that fewer wildlings means fewer worries. Then Bedwyck, a five-foot ranger known as Giant, descends from the giant tree to report a lake to the north and low hill to the west. With three hours of daylight left, Mormont decides to head for the lake to make camp.
After writing a report to Maester Aemon, the Lord Commander sends Jon to find Samwell Tarly to send the message. Jarman Buckwell's scouts ride out first, followed by Thoren Smallwood's vanguard, Mormont's main force, the baggage train under Ser Mallador Locke, and finally the rear guard under Ser Ottyn Wythers; a total of 200 men and 300 horses. As he rides, Jon exercises his scarred fingers to keep his sword hand from growing stiff and clumsy. He is likely to need his sword hand beyond the Wall, especially now. The black brothers left Castle Black in good spirits, but the silence of the wood has unnerved them all. Not only have the wildlings disappeared, but the game as well. Even the veteran rangers agree the haunted forest has never seemed so haunted.
He finds Sam watering the horses who carry the raven cages. A few of the ravens' shrieks sound like words, and Jon asks if Sam is teaching them to speak. Sam explains three of them to say "snow." Jon comments that one bird croaking his name was enough. When Sam asks about Whitetree, Jon gives him Mormont's report. Sam dispatches a raven with the message, lamenting that he wishes it could carry him back as well. When Jon asks about him still being afraid, Sam admits he is not as frightened as he was. At first he could not sleep for fearing every noise was a wildling creeping up to kill him, but now he knows there are no wildlings around. Jon remarks to himself that two hundred brave men left the Wall and only Sam, the self-confessed coward, is growing less afraid.
Sam says he is sore from the rough living, but he is working on his maps. Jon jokingly threatens to volunteer Sam as an outrider, which Sam emphatically protests. Sam then admits he hoped they would stay in the village under a roof. Jon points out that their are not enough houses for everyone and rides off again.
Ghost, who has been hunting well away from the line of march, appears as Jon is swinging wide of the village to avoid the congested column. The white wolf has been having no more luck than the foragers. Jon remembers telling Dywen that their numbers were probably frightening away the game, but Dywen only agreed the game was being frightened by something.
When Jon rejoins Mormont, he mentions that Sam is teaching the ravens to talk. Mormont snorts that he will regret that, as they make a lot of noise but say nothing worth hearing. They ride in silence for a while before Jon comments on what his uncle Benjen would make of the empty villages. Mormont continues Jon's thought that Benjen would have pushed on to find out why, and perhaps someone or something did not want that known. Mormont declares that when Qhorin Halfhand joins them, they will be 300 men and not so easy for an enemy to deal with. He promises Jon that they will find them, but Jon wonders if they will be found instead.
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Generally, a Limited Liability Company (LLC) is formed when: (1) the Articles of Organization ( Certificate of Formation) is properly filed with the Secretary of State; AND (2) the company has at least one member.
Unless stated otherwise, the Operating Agreement governs: (1) the relations between the members and the LLC; (2) the rights and duties of managers; (3) the activities and affairs of the company; AND (4) any means and conditions for amending the Operating Agreement.
A corporation’s existence begins on the date the Articles of Incorporation are filed with the Secretary of State, UNLESS a delayed effective date is specified. An earlier effective date CANNOT be specified because a corporation CANNOT exist until the Articles of Incorporation are properly filed.
The Articles of Incorporation MUST contain: (1) the corporate name; (2) the number of shares the corporation is authorized to issue; (3) the address of the corporation’s initial registered office and the name of its initial registered agent at that office; AND (4) the name and address of each incorporator.
A corporation’s existence begins on the date the Articles of Incorporation are filed with the Secretary of State, UNLESS a delayed effective date is specified. An earlier effective date CANNOT be specified because a corporation CANNOT exist until the Articles of Incorporation are properly filed.
The Articles of Incorporation MUST contain: (1) the corporate name; (2) the number of shares the corporation is authorized to issue; (3) the address of the corporation’s initial registered office and the name of its initial registered agent at that office; AND (4) the name and address of each incorporator.
Winding Up & Termination of the Partnership
Upon dissolution, the partnership is NOT terminated, but continues until the winding up of partnership affairs is completed. Winding up is the process of settling partnership affairs after dissolution. The partnership is terminated when the winding up of its business is completed.
During the winding up process, partnership assets are converted to cash and then distributed in the following order: (1) outside creditors; (2) inside creditors – partners who made loans to the partnership; (3) partners’ capital contributions; and (4) profits to be distributed among the partners. Each category must be fully satisfied before moving to the next category. If partnership assets are insufficient to pay the liabilities of the partnership, the loss will be divided among the partners.
Fiduciary Duties Owed by Partners
Partners owe the fiduciary duty of care and duty of loyalty to the Partnership and to other partners.
Duty of Care: A partner is only in breach of the duty of care when he engages in: (a) grossly negligent or reckless conduct; (b) intentional misconduct; OR (c) a knowing violation of law.
Duty of Loyalty: A partner CANNOT: (a) engage in self- dealing, (b) usurp business opportunities, OR (c) compete against the partnership. Where a partner breaches the duty of loyalty, profits may be disgorged and any contracts may be revoked or rescinded.
Love the Lord your God with all your heart and with all your soul and with all your strength. These commandments that I give to you today are to be on your hearts. Impress them on your children. Talk about them when you sit at home and when you walk along the road, when you lie down and when you get up. Tie them as symbols on your hands and bind them on your foreheads. Write them on the door-frames of your houses and on your gates.
Soy quien soy
No preciso identificación
Sé bien de dónde vengo y dónde voy
Porque soy lo que soy
Y no quien quieras vos
Usted me confunde y no sé qué pretende
Ya le expliqué, pero se ve que no entiende
Y esa equivocación es un error grande
Yo no soy el hijo de Hernández
Qué me importa que diga ese papel
No tengo nada que ver con él
Y no voy a mentir aunque me lo demanden
Yo no soy el hijo de Hernández
