JURISDICTION

Due Process Clause requires you to

MOP

up jurisdiction

M

Some minimum contact w/ thestate of NY

O

An opportunity to be heard

P

Been properly served w/ process To obtain IPJ over

DIAL DC

D

is a domicile of NY

I

In state service on a non-domicile

A

Serving an agent designated bythe

to accept service

L

Long Arm (LA) jurisdiction over anon-domiciliary

D

sue a non-resident’s DEER in New York (+ SSS ) • D Derives substantial revenues fromgoods used or consumed or servicesrendered in NY .∆ is doing business in NY • C ∆ consents to NY jurisdiction To get LA jurisdiction over a ND whocommits tort act outside NY causinginjury inside NY.

• E Engages in some persistent courseof conduct w/in NY • E Expects or should reasonablyexpect its tortuous acts would haveconsequence in NY & ∆ derives substantial revenues from interstateor international business • R .

Sales in NY .Regularly does or solicits businessin NY + SSS → conduct purposelydirected at NY S .Soliciting of NY Business S .

• D NY was last recent marital Domicileof parties • A Abandonment took place in NY • D .Performing Services in NY You can sue in NY in matrimonial actionwhere DADA doesn’t live in NY &mama’s seeking maintenance or childsupport.S .

Claim for support accrued underNY Decree or under NY law • A Parties executed a separationAgreement in NY Pieper Bar Review Mnemonics2 .

k. pleading. ∆ may consent to NY jurisdiction by SCAAMS • S Stipulating in open ct..or letter • C Asserting unrelated CC in answer • .Even if no minimum contacts or notserved properly.

but failingto raise MOP jurisdictional objection • S Moving for Sum Jud on related CC. but failing to move for Sum Jud on issue w/in 60 days from whenanswer was served • M 3211 Motion to dismiss.seeking affirmative relief from NY ct. AL-RAN can serve a summons outsideNew York .A Serving an Answer & failing toraise jurisdictional objection • A Asserting improper service inanswer.

• A Attorney in that jurisdiction • L Law of that jurisdiction • R Resident of NY • A Adult .

• N Non-PartyService of process is made by SAD MIC • S Delivered to person of Suitable age& discretion. then file • A Agent Service • D . mail copy.

Mail & File • M Mailing Process to ∆ who mustthen consent to such service • I In hand personal delivery to the ∆ • C .Due Diligence .Nail.

expressly.Ct. invented service You may serve a corporate A MAC DOG anywhere • A Assistant Cashier • M Managing Agent • A Agent authorized to receive servicefor corp. impliedly or byestoppel • .

C Cashier • D Director • O Officer • G General Agent Pieper Bar Review Mnemonics3 .

Only a MAN can make a properappearance in a pending lawsuit • M Make pre-answer Motion.extending ∆ ’s time to answer • A Serve an Answer • N .

bring a REAM of papers w/in 1 yr of beingserved w/ copy of judgment • RE Reasonable Excuse for ∆ ’sdefault • AM ∆ must offer Affidavit of Meritsetting forth meritorious defense to .Serve a Notice of appearance inresponse to summons served w/ocomplaint To vacate default judgment.

Π ’s claim & that Π won’t beprejudiced by opening default judgment STATUTE OF LIMITATIONS A BEAR patient doesn’t need to giveinformed consent • B In Best interest of patient not todisclose risks involved cause it wouldhave adversely affected patient • E .

to proceedregardless of risk • R Risks were so commonly known A DIMPLE FIB ’s for 1 year • A Arbitration award must be judiciallyconfirmed .Emergency treatment was requiredcause of an imminent danger orthreat of death to patient • A Patient Asks Dr.

• D Unlawful State Discriminationcomplaint must be filed w/ NY stateDivision of Human Rights • I Recover excess Interest paid onloan that has usurious rate (NY .16%+ annually) • M Malicious Prosecution • P Invasion of Privacy • .

L Libel & Slander • E Retaliatory Eviction • F False Imprisonment or False Arrest • I Intentional Infliction of EmotionalHarm • .

B Assault or Battery Pieper Bar Review Mnemonics4 .

LEAP DAD’S CAT if SOL expired • L Parties Lengthen the SOL • E Equitable Estoppel • A Written Acknowledgment of anold / existing debt • .

P Part payment of an old debt • D Disability of the P • A Amending a pleading to add a timebarred claim • D Death of a party • S .

• T Termination of action. thenrecommencing after SOL has expired.Soldier’s and sailor’s relief act • C Time barred related CC’s • A Claim’s Arising outside NY whereIPJ can’t be obtained over ∆ in NY ct.A .

but where leg. hasn’t prescribed SOL • R .SCARF CRIME lasts 6 years • S Specific Performance of Contract • C Contract Actions to recover $ thatdon’t involve sale of goods • A Actions recognized at common law.

Derivative Actions • R Rescission & Restitution c/a . Deceit or ℵ Misrepresentation • C Corp.Reformation of Contract • F Fraud.

• I Indemnification or Contribution • M Mortgage Foreclosures • E Equitable Claims There was a SOFT RAIN for 3 years • S .

Strict Products

λ

(

DIM

)

O

Misappropriation of corp or

Opportunity

F

Breach of Fiduciary Duty in whichonly $ damages are sought

T

Damages for Trespass or claim fornuisance

R

Replevin or Conversion

A

Annulment of a marriage on theground of fraud

I

Tortuous Interference w/ anotherpersons k rights (

KID

)

K

Knew of enforceable k

I

Intentionally Procured it’sbreach; AND

D

Proximately caused Π $Damages • N ℵ or Malpractice by professionalLiability is vicarious to a POPE • P Principal .

• O Owner of NY Vehicle • P Partner • E Employer J. MD doesn’t get an extra 6 months torecommence dismissed suit • .P.

J Lack of Jurisdiction ( MOP ) Pieper Bar Review Mnemonics5 .

• P Π ’s neglect to Prosecute 1 st action • M Dismissal on Merits (Sum Jud) • D Voluntary Discontinuance by P .

MOTION PRACTICE Dismiss Π ’s complaint w/ SPARERIBS • S SOL • P Payment .

• A Arbitration & Award • R Release given by the Π • E Collateral Estoppel • R Res Judicata .

• I Infancy or Incompetency • B Π ’s claim was discharged inBankruptcy by ∆ • S SOFSummary Judgment has .

can grant Partial summary judgment • S .LIPS to kiss • L Motion can be decided as matter of Law • I There are no factual Issues of material fact that have to be litigated • P Ct.

ct.Ct. looks for a COP • L Lis Pendens (Notice of Pendency) • I Preliminary Injunction . but onlyon issues or claims raised in motionpapers PROVISIONAL REMEDIES Before granting LIAR . can Search the record.

• A Order of Attachment • R Receiver • C Showing by C&C evidence. Π probably will succeed & is entitled toPR requested by demonstrating extra-ordinary circumstances ( LIE ). .

• O Judge must issue Order • P Immediate Post-Seizure hearing’srequired if LIAR was obtained exparte (5 or 10 days is consideredimmediate)LP’s the only PR where Π ’s not a SLOB .

• S The Sheriff’s not involved • L There’s no ct. Order’s required Pieper Bar Review Mnemonics6 . review of Π ’sLikelihood of success on the merits • O No ct.

• B No Bond needs to be postedPrelim injunction won’t be granted unless Π tells a LIE • L Likelihood (probability. but notcertainty) of Π ’s success • .

can FIND C.I Irreparable injury’s occurring or willoccur to Π unless PI is granted. .J. • E Equities when balanced by ct.Extra Ordinary Circumstances must beshown in Π ’s motion papers before ct.clearly weigh in Π ’s favor.

to attach her property andgrant order of attachment • F ∆ ’s Foreign corp not qualified to dobusiness in NY • I Intent to defraud creditors orfrustrate enforcement of $ judgment ∆ READS .

his NY assets READS a fraudulent intent • R Removes assets /property from state • E Encumbers property • A .

∆ has Assigned property • D Disposed of it • S Secreted property (hid it) • N ∆ ’s a Non-domiciliary who residesoutside state .

• D ∆ ’s a NY Domicile or NY residentbut can’t be personally served despitediligent efforts • C Crime Victims are entitled to orderof attachment when suing convictedfelon (Son of Sam law) • J Π .

entitled to full faith & creditor is based on foreign countries judgment Pieper Bar Review Mnemonics7 .’s cause of action is based ondefault Judgment from fed or sisterstate ct.

cases where Π ’semployer’s impleaded by ∆ to share(contribution) in employee’s graveinjury • .PLEADINGS Even if a tortfeasor is less than 50% atfault. WARM DIPS doesn’t limit joint &several λ • W Worker’s Comp.

motorcycle or othermotor vehicle. ownership or operation” of A utomobile.*A Π ’s injuries were caused by ∆ ’s“use. Except Municipal Fire trucks &Police Cars • R .

Reckless (Gross ℵ ) Conductcausing Π ’s injury • M ∆ ’s who are More than 50%responsible for Π ’s injury • .

D

Wrongful Death judgments (NY -actions to recover only “econ injuries)resulting from decedent’s death

I

Intentional Tortfeasors remain100%

λ

for

Π

’s injuries

P

Property damage

S

Party who released HazardousSubstance (can be compelled to pay100% of

Π

’s judgment regardless of it’s apportioned share of fault)

VENUE

Venue is determined by

TLC

T

Transitory Action

L

Local Action

C

Action to Recover Chattel(Replevin)Local actions are

WASP MEN

W

Action for tort of Waste

A*

Action involving leasehold • S Specific performance of real prop k • P Partition of reality that’sconcurrently owned • M Mortgage Foreclosure • E Ejectment action .

• N* Nuisance action DISCOVERY Use a PAID MAID for pre-trial discovery • P Physical Exam • A .

Request for Admissions • I Written Interrogatories • D Depositions (aka EBT’s‘examination before trial’) • M Mental Exam • A Demand for Addresses .

• I Inspection of Evidence • D Discovery of Evidence (“Discovery& Inspection”)Object to the form of an EBT question at A CLAM BAR • A Ambiguous Question • .

C Compound Question (asking 2things at once) • L Leading Question on direct exam • A Argumentative & BadgeringQuestion • M Misquoting an earlier statement • B .

to assist in bringing action or topreserve evidence .An overly Broad Question • A Assuming a fact not in evidencewhen asking Question • R Redundant Question on directexam (previously asked & answeredby witness) BAR SAP needs a ct order for EBT’s • B Before action’s been commenced.

• R Refusal to comply w/ EBT Demand Pieper Bar Review Mnemonics8 .• A After case’s placed on trialcalendar & no objection’s made w/in20 days by other party that case’s notready for trial. no further discovery’sallowed unless moving party canshow ct “unusual or unanticipated”circumstances occurred subsequentto filing notice of issue & prejudicewould result if further discovery’s notpermitted.

• S Special Proceedings .Art. to order pre-trialdiscovery • P Prisoners DRIPS are a discovery punishment • . 78(except notices to admit arepermitted in special proceedings) • A Arbitration requires extra-ordinarycircumstances for ct.

D Dismiss action against DRIPS Π ororder default judgment against DRIPS ∆ • R Resolve issues against a non-disclosing party • .

S.O. • I .S.I* Impose attorney’s fees & punitivesanctions against non-disclosing party • P Preclude that party from offeringevidence on certain issues • S Strike that party’s pleading or anypart thereof An expert witness must disclose I.Q.

to prevent retaliationby other doctors (peers)).AND • S Basic Overall Summary of groundsthat form basis of Expert’s Opinion There’s a . • Q Expert’s Qualifications • S Subject matter on which expert willtestify • O Substance of expert’s Opinion.Expert’s Identity (except doctor’sidentity in med mal case doesn’t haveto be disclosed .

BAN on interrogatories • B Bill of Particulars & Interrogatoriescan’t both be demanded (except inmatrimonial actions) • A Π can’t demand interrogatoriesfrom ∆ until after .

• N Where ℵ is sole basis of Π ’s claiminterrogatories or EBT’s can bedemanded but not both.∆ ’s time to Answerhas expired.BP is demanded only for LAP • L .

Limits proof that can be offered attrial • A Amplifies pleading • P Prevents surprise at trial Pieper Bar Review Mnemonics9 .

75 • B . misconduct or corruption of arbitration • A Procedure used violated Art.ARBITRATION Arbitration awards may be vacated if they are FABLES • F Fraud.

CONTRACTS The ingredients for a TACO . • E Arbitration Exceeded authority oracted contrary to pp • S Service of demand to arbitrationwasn’t properly made. • L Award Lacked rationality. thus party whodidn’t participate in arbitration causeshe wasn’t properly served may haveaward vacated.Bias of arbitration.

expressed orimplied • A Acceptance of Terms • C Consideration Supports k • O .make acontract • T Definite Terms.

Offer inviting acceptanceAn offer expires when it gets TIRED • T ℜ Time after offer’s made or afterexpressly stated in offer • I Mental Incapacity or Death of offeror or offeree • R Revocation of offer communicatedto offeree before accepted .

terminates offer by operation of lawOptions can DIE • D Destruction of Subject Matter of Option • I .• E Express or implied rejectioncommunicated to offeror • D Destruction of subject matter of offer or intervening illegality.

only signedwriting (NY) • P Pre-existing duty (modification of kprice) • O Options • .Intervening Illegality • E Expiration of stated option timeextinguishes option POP needs no consideration.

P Past Consideration provided it’sexpressed in signed writing SMART FLYS must subscribe to anagreement • S Surety Contracts • M Marriage Contracts • A .

Answer for debts discharged inbankruptcy • R Real Estate Contracts • T Testamentary Promises (NY only) • F Finders Fee Arrangements Pieper Bar Review Mnemonics10 .

2 Sales ContractsUse a COMB for promissory estoppel inNY • .• L Leases Longer than 1 year • Y Contracts Not Capable of CompletePerformance w/in a Year • S UCC Art.

C Charitable Pledges • O To avoid OutrageouslyUnconscionable Results • M Oral Marriage Contracts • B Promises by Gratuitous Bailees toobtain insurance on bailed goodsA constructive trust is a T-CUP .

AND • P Promise. • C Existence of Confidential orFiduciary Relationship • U Unjust Enrichment to Transferee of Prop or to some other 3P. express or implied to holdproperty for .• T Transfer of property in reliance onpromise.

if a 3PB is .Π ’s benefit which promisehas been breached3 types of k beneficiaries are CID • C Creditor Beneficiary • I Incidental Beneficiary (not really3PB) • D Donee BeneficiaryCan’t modify the k.

D. OR • D Detrimentally Relies on K byMaterially Changing PositionContract assignments involve A.MAD • M Manifested assent called for in 3PBk (accepts offer) • A Commences Action againstPromisor for Breach of 3PB k.A. .

right to receive payment) • D Delegation of performance of aduty.• A Assignment of beneficial rights (ex. OR • A Assumption of duties & liabilities bya 3P Pieper Bar Review Mnemonics11 .

.SIR-P can’t assign WASP • S Statute prohibits assignment of right to receive certain payments( WASP ): W Worker’s Comp.

A Alimony or Child Support S Spendthrift Trust Income P Personal Injury or WrongfulDeath cause of actions • I Where Coupled w/ ImproperDelegation of k duty to an unqualifiedperson • .

HAIL .R Where Risk to obligor is altered byassignment • P Where services are of highlyPersonal nature. a “substantial” breach of k • H Hardship on breaching party. if totalmaterial breach is declared • A . itwould require other person to performservices for someone else materiallyaltering that person’s obligation. person receivingservices can’t assign away right.

less likely ct. • L Likelihood of full performance beingachieved“ I 3 FU 2 MED & I SIP ” a breach of kdefense . is to find materialbreach) • I Whether breach was Innocent.Amount of benefit bestowed onnon-breaching party (greater benefit.

• I Infancy • I Insanity • I Intoxication • F .

Fraud • U Unconscionability • U Undue Influence • M Mistake • E Equitable Defenses .

• D Duress& • I Impossibility of Performance • S SOF • I Illegality .

• P Parol Evidence Rule (PER) Pieper Bar Review Mnemonics12 .

∆ Knew the Statement wasFalse • I Lie was Made w/ Intent to Defraud orMislead .The other SI 2 RM is a fraud • S Scienter.

Π • I Resulting Econ. Injury to Π becauseof Fraud • R Π ’s ℜ .

Reliance on Misstatement /Lie • M Lie Involved False Material Factwhich Induced Π to Enter K Unilateral mistake COPS out w/ theEquity of Rescission • C Mistake was Communicated toOther Party Before he detrimentallyrelied on Mistaken Figures & ChangedPosition • O .

Mistake Involved Ordinary ℵ • P Prompt Notice of Mistake Was Givento Other Party • S Mistake Would Impose SubstantialHardship if Not CorrectedA THUG may render a k illegal • T .

• U Unjust Enrichment (a windfall) toparty asserting illegality defense • G Relative Guilt of Each Party 4-D’s are impossible 1) . looks to see whether contractsbeen substantially performed.ct.Type of Illegality & extent public’sharmed • H Harm that forfeiture would cause if k was declared unenforceably illegal.

D Death of Performing Party 2) D Danger to life or ill health of performing party 3) D Destruction of Subject Matter of K 4) D Delay’s temporarily causingperformance to become impossible orimpracticableNo damages recovery when wearing CAPS .

• P Damages for Pain & suffering oremotional distress resultingfrom breached k even if such damageswere foreseeable • S .• C To recover consequential damages.they must have been w/inContemplation of both parties when kwas executed • A Damages that party could’veAvoided.

must be prove w/ ℜ certainty PLUS terms don’t belong in Contracts • P Terms which violate NY’s Publicpolicy (usurious rate of interest) • L Unreasonably high Liquidateddamages clause • U .Speculative damages aren’trecoverable.

Apply TISSUE to an employmentrestriction • T Time restriction must be ℜ in length • .Unconscionable terms • S Clause in k agreeing to seek specificperformance in event of breachdoesn’t have to be enforced by ct.

I Inability of employee to workelsewhere. extending only tothose areas that protects theemployer’s interest. paid value & was1 . unless 2 nd took assignment in GF. Unique or Extraordinary.If assignor assigns same right twice. • S Geographic Space must be asnarrow as possible. • SUE The employee’s services must beSpecial.assignee 1 st in time prevails.

st to JPNC (MBE) • J Obtain a Judgment • P Get Paid • NC Enter New Contract w/ the obligor Pieper Bar Review Mnemonics13 .

SALESO-CAN

can’t accept

J STRAW

’s additionalterms

O

Offeror Objects to additional termsw/in

time

C

Offer Expressly Conditionsagreement exclusively to terms inoffer.

A

If Additional terms MATERIALLYALTER offer terms don’t become partof k

N

Either or both parties are non-merchants.

J STRAW

Materially Alters offer if it wouldcause SURPIRSE OR HARDSHIP if offerorwasn’t made aware of its existence:

J

Clause bestowing Jurisdiction onparticular ct. or requiring offeror toconsent to jurisdiction in particularstate.

P

Part payment

S

Shortening SOL to sue for non-conforming goods

T

Limiting Tort

λ

R

Altering UCC rules for ROL

A Adding Arbitration clause unless it’scustomary practice in trade • W Clause negating M FEET Warranties such as those of merchantability or fitness You don’t need SOF’s in a SWAMP • S Contracts for SpeciallyManufactured Goods .

• W Wavier • A Judicial Admission of K • M* “Merchant Memo” • P Part-Performance OF MICE .

permits parol evidence • O* Establish Oral condition precedentto legal effectiveness of k. provided itdoesn’t contradict express term of k • F Party can’t invoke PER to shield thatparty from allegations of Fraud orMisrepresentation • M Mutual Mistake or claim forReformation of k • I .

Illegality • C Failure of Consideration • E Explain Ambiguous or Missing Terms or Show No EnforceableAgreement was ever intended Pieper Bar Review Mnemonics14 .

unless kexpressly provides otherwise orinvolves order bill of lading.Sales Contracts imply CIDER • C S’s not obligated to extend Credit. • D Tender of Delivery’s implied at S’splace of business. • . unless both partiesknow goods are located elsewhere. • I B has right to Inspect tenderedgoods before accepting them.

E B & S must Exchange performancesconcurrently. • R ROL’s on party in best position tobear risk (person most likely to havetaken precautions to protect goodsfrom loss → Insurance) SOAL-V and SORE-V effect ROL S ale .

S ale O r .O n A pproval L ate V esting-Goods held by B are not subject toclaims of B’s creditors.

R eturn E arly V esting-Title & ROL vest immediately in B eventhough B has right to rescind kSeller’s SPARKLE when B’s breach • S Stopping Goods in Transit • P .

never more than $500 • L .Sue for Entire K Price • A Demand Assurances • R Re-sell goods to another B • K Keep part of breaching B’s deposit.

Sue for Lost profit • E Exercise right to Reclaim GoodsDelivered to Insolvent B CID’S WAR is a buyer’s remedy • C Cover • I Incidental & Consequential Damages • .

D Damages for Lost Bargain or forPrice Paid • S Specific Performance of UniqueGoods • W Breach of Warranty • A Acceptance Revoked • R Reject non-conforming goods Pieper Bar Review Mnemonics15 .

M-FEET Warranties are in a sales k • M* Merchantability • F Fitness for a Particular Purpose • E Warranty against Encumbrances • E .

Express Warranties • T S’s Warranty of TitleExpress warranties are SAD • S Sample or model which is the basisof the bargain • A Written/Oral Affirmation of fact orpromise made by S relating to goods .

• D Description of goods inadvertisement. brochure or catalog PINE for defective product liabilities • P Tort Theory in Strict Products λ • I K theory for Implied warranty • .

N Tort theory of ℵ • E K theory for breach of a SAD Express Warranty G. P 2 ALMS is not .

λ for a breach of warranty • G Gov’t Military K Defense • P Lack of Privity of K • P Federal Preemption • A .

Assumption of Risk (can be assertedto any PINE claim) • L Lack of Timely Notice to a Seller • M Unforeseen Misuse of a Product • S SOLA .

NEGOTIABLE INSTRUMENTS One .DIM product is defective • D Defect in Design of Product • I Inadequate Warning • M Manufacturing Defect or Mistake infabrication process.

MUST SOW to be a negotiableinstrument • M Must be payable in Money Only (USor Foreign Currency) • U Promise to pay must beUnconditional • S Must be payable in Sum Certain • .

OR “cash” • W Must be in Signed Writing. . @definite Time or after certain futureevent • S Must be Signed by maker or drawer • O Must be payable “ to the Order of ”:named person.T Must be payable on Demand. “bearer”.

T-SAID he warrants the endorsement • T Has good Title • S All Signatures are genuine • A Instrument hasn’t been MateriallyAltered • .

I No knowledge of any Insolvencyproceedings of maker or drawer • D No Defenses are good against himAn H.D.C. can’t know the instrument is ODD • O Overdue (check (not note) is stale30 days from date of issuance) • D Dishonored .

• D Real or personal defenses toinstrument such as visible evidence of alteration.My MUFFIN bounces off an H.C.D. • M Mistake • U Unconscionability of underlyingtransaction • . or holder had knowledgewhen she took check. that drawer haddefense to it’s payment.

F Failure of Consideration • F Failure of Condition Subsequent orPrecedent • I Inducement by Fraud • N Non-delivery of completedinstrument Pieper Bar Review Mnemonics16 .

Real DAFFIDILS stop an H.D. cold • D Duress – threat of violence (notecon. duress) • A Material Alteration of Instrument • F Forgery .C.

• F Fraud in Fact • I Illegality – (gambling. usury) • D Discharge in bankruptcy of makeror drawer • I Infancy of maker or drawer .

bonds orstock certificates). .• L Lack of mental capacity • S SOL has expired on the debt SECURED TRANSACTIONS A security interest can be perfected in a PIG • P Commercial Paper (NI’s.

• I Intangible Property • G Goods Pieper Bar Review Mnemonics17 .

CORPORATIONSTWIST can pierce the corp veil • T Ten largest shs are personally λ forunpaid wages or vacation pay. stock’s not sold onan exchange. • .provided it’s corp. • W Corp officers are criminally strictly λ if corp failed to obtained Worker’sComp Insurance & employee’s injured.

veil to hide from personal λ Place . finances personally λ totaxing authority • T Tortuous conduct by corp officer’s.employees or shareholders who can’tuse corp.I Illegal conduct by shareholders • S Sales tax or corp income tax thatwasn’t paid renders o or d responsiblefor corp.

PVT. rather thandirectors • T Stock Transfer Restrictions (placeon stock itself as well) • M . McLAW in the Certificate of Incorporation • P Pre-Emptive Rights (PR’s) • V If Value of “no par” shares is to befixed by shareholders.

• A Sh Agreement to: . Less than 2/3 of sharesOR New Corps. Less than majority of shares → to vote to voluntarilydissolve corp.Maxi-Majority (MM) Voting orQuorum Requirements (Super-Majority) • C Cumulative Voting for election of directors • L Old Corps. or less than 10% sharescan vote to call sh meeting to discuss& vote on judicial dissolution.

Act w/o shareholders’ meeting byshareholders submitting writtenconsent to corp activity.OR Shareholders direct mgmt (wherethere’s no Board of Directors forcorp) • W Corp Dissolution @ Will or uponspecific event Pieper Bar Review Mnemonics18 . Vote in pre-determined way Limit or restrict power of directors.

. Add or Delete sh MMvoting or quorum requirements. • M To Amend CoI. Lease or ExchangeSubstantially All of Corp’s Assets. • A To sell.Shareholders must approve DAMM’SLAP PLAN • D Voluntary Dissolution of Corp.

. but to bind corp as surety fornon-corp purposes. shareholders mustapprove (2/3) • L* CoI change of Location of corpoffice • A* CoI change to appoint new Agenton who service can be sent by SOS .• M Merger or Consolidation of corp w/another corp. LLC or Limited • S Board of directors can bind corp asSurety on any debt that furthers corp’sbusiness.

• * = these can be done by majority voteof directors or majority vote of shares.but both votes aren’t required(everything else requires both) • P Amend CoI to change Corp Purpose • P Amend CoI to create or abolish PR’sor cumulative voting • L .

• A Amend CoI to Abolish or limitdirectors’ λ for ℵ • N Amend CoI to change Corp. except in new corps whereBoard of Directors has adoptedgeneral overall plan for making loansto directors or Board of Directors votesdirector’s loan would be in corp’s bestinterest.Corp Loan to d requires shareholderapproval. NameIf a dissenting sh goes to CAMP she getsAppraisal Rights .

• P Abolish PR’s. intoAnother Corp. • M Consolidate or Merge corp.• C Abolish Cumulative Voting • A Sell. Lease or ExchangeSubstantially all of Corp’s Assets. redemptive rights orother stock rights Pieper Bar Review Mnemonics19 .

will attempt to AIM for fair value inappraisal rights • A Net Asset Value – used in realestate investment holding corps.A ct. stock. • M . retailor wholesale corps holding substantialtangible assets • I Investment Value .earning power of corp.

Market Value for Stock based onarms length transaction in which ct.looks at sale of similar businesses insame community.A

PEACE

proxy is irrevocable

P

Pledged shares (for loan)

E

Person Entitled to shares becauseshe’s contracted to buy them or nowowns them, but who wasn’t owner of record on corp. books.

A

Agreement btwn shareholders tovote in particular way & executeirrevocable proxies for that purpose.

C

Creditor of corp who receivesirrevocable proxy for extending newcredit or continuing credit to corp.

E

Employee

COOTE

doesn’t have preemptive rights

C

Shares issued by corp forConsideration other than cash

O

Shares used to affect an OrganicChange such as consolidation ormerger w/ another business.

O

Shares Originally authorized in CoIwhich are sold by corp w/in 1

st

2 yearsof its existence, because PR’s don’tattach for 2 years from date CoI wasfiled

T

Treasury Shares

E

Shares issued to keep or attractCorp Employees. Judicial review’s precluded if the boardshopped at the

GAP • G Acted in GF • A Acted w/in scope of its authority • P Acted in furtherance of Corp’sPurpose Pieper Bar Review Mnemonics20 .

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