JURISDICTION

Due Process Clause requires you to

MOP

up jurisdiction

Some minimum contact w/ thestate of NY

An opportunity to be heard

Been properly served w/ process To obtain IPJ over

DIAL DC

is a domicile of NY

In state service on a non-domicile

Serving an agent designated bythe

to accept service

Long Arm (LA) jurisdiction over anon-domiciliary

is doing business in NY

consents to NY jurisdiction To get LA jurisdiction over a ND whocommits tort act outside NY causinginjury inside NY, sue a non-residents

DEER

in New York (+

SSS

Derives substantial revenues fromgoods used or consumed or servicesrendered in NY

Engages in some persistent courseof conduct w/in NY

Expects or should reasonablyexpect its tortuous acts would haveconsequence in NY &

derives

substantial revenues

from interstateor international business

Regularly does or solicits businessin NY

+ SSS

conduct purposelydirected at NY

- Soliciting of NY Business

- Sales in NY

- Performing Services in NY You can sue in NY in matrimonial actionwhere

DADA

doesnt live in NY &mamas seeking maintenance or childsupport.

NY was last recent marital Domicileof parties

Abandonment took place in NY

Claim for support accrued underNY Decree or under NY law

Parties executed a separationAgreement in NY

Pieper Bar Review Mnemonics2

Even if no minimum contacts or notserved properly,

may consent to NY jurisdiction by

SCAAMS

Stipulating in open ct., pleading, k,or letter

Asserting unrelated CC in answer

Serving an Answer & failing toraise jurisdictional objection

Asserting improper service inanswer, but failing to move for Sum Jud on issue w/in 60 days from whenanswer was served

3211 Motion to dismiss, but failingto raise MOP jurisdictional objection

Moving for Sum Jud on related CC,seeking affirmative relief from NY ct.

AL-RAN

can serve a summons outsideNew York

Attorney in that jurisdiction

Law of that jurisdiction

Resident of NY

Adult

Non-PartyService of process is made by

SAD MIC

Delivered to person of Suitable age& discretion, mail copy, then file

Agent Service

Due Diligence - Nail, Mail & File

Mailing Process to

who mustthen consent to such service

In hand personal delivery to the

Ct. invented service You may serve a corporate

A MAC DOG

anywhere

Assistant Cashier

Managing Agent

Agent authorized to receive servicefor corp. expressly, impliedly or byestoppel

Cashier

Director

Officer

General Agent

Pieper Bar Review Mnemonics3

Only a

MAN

can make a properappearance in a pending lawsuit

Make pre-answer Motion,extending

s time to answer

Serve an Answer

Serve a Notice of appearance inresponse to summons served w/ocomplaint To vacate default judgment, 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

s claim & that

wont beprejudiced by opening default judgment

STATUTE OF LIMITATIONS

BEAR

patient doesnt need to giveinformed consent

In Best interest of patient not todisclose risks involved cause it wouldhave adversely affected patient

Emergency treatment was requiredcause of an imminent danger orthreat of death to patient

Patient Asks Dr. to proceedregardless of risk

Risks were so commonly known

A DIMPLE FIB

s for 1 year

Arbitration award must be judiciallyconfirmed

Unlawful State Discriminationcomplaint must be filed w/ NY stateDivision of Human Rights

Recover excess Interest paid onloan that has usurious rate (NY - 16%+ annually)

Malicious Prosecution

Invasion of Privacy

Libel & Slander

Retaliatory Eviction

False Imprisonment or False Arrest

Intentional Infliction of EmotionalHarm

Assault or Battery

Pieper Bar Review Mnemonics4

LEAP DADS CAT

if SOL expired

Parties Lengthen the SOL

Equitable Estoppel

Written Acknowledgment of anold / existing debt

Part payment of an old debt

Disability of the P

Amending a pleading to add a timebarred claim

Death of a party

Soldiers and sailors relief act

Time barred related CCs

Claims Arising outside NY whereIPJ cant be obtained over

in NY ct.

Termination of action, thenrecommencing after SOL has expired.A

SCARF CRIME

lasts 6 years

Specific Performance of Contract

Contract Actions to recover $ thatdont involve sale of goods

Actions recognized at common law,but where leg. hasnt prescribed SOL

Reformation of Contract

Fraud, Deceit or

Misrepresentation

Corp. Derivative Actions

Rescission & Restitution c/a

Indemnification or Contribution

Mortgage Foreclosures

Equitable Claims There was a

SOFT RAIN

for 3 years

Strict Products

DIM

Misappropriation of corp or

Opportunity

Breach of Fiduciary Duty in whichonly $ damages are sought

Damages for Trespass or claim fornuisance

Replevin or Conversion

Annulment of a marriage on theground of fraud

Tortuous Interference w/ anotherpersons k rights (

KID

Knew of enforceable k

Intentionally Procured itsbreach; AND

Proximately caused

$Damages

or Malpractice by professionalLiability is vicarious to a

POPE

Principal

Owner of NY Vehicle

Partner

Employer

J.P. MD

doesnt get an extra 6 months torecommence dismissed suit

Lack of Jurisdiction (

MOP

Pieper Bar Review Mnemonics5

s neglect to Prosecute 1

st

action

Dismissal on Merits (Sum Jud)

Voluntary Discontinuance by P

MOTION PRACTICE

Dismiss

s complaint w/

SPARERIBS

SOL

Payment

Arbitration & Award

Release given by the

Collateral Estoppel

Res Judicata

Infancy or Incompetency

s claim was discharged inBankruptcy by

SOFSummary Judgment has

LIPS

to kiss

Motion can be decided as matter of Law

There are no factual Issues of material fact that have to be litigated

Ct. can grant Partial summary judgment

Ct. can Search the record, but onlyon issues or claims raised in motionpapers

PROVISIONAL REMEDIES

Before granting

LIAR

, ct. looks for a

COP

Lis Pendens (Notice of Pendency)

Preliminary Injunction

Order of Attachment

Receiver

Showing by C&C evidence,

probably will succeed & is entitled toPR requested by demonstrating extra-ordinary circumstances (

LIE

).

Judge must issue Order

Immediate Post-Seizure hearingsrequired if

LIAR

was obtained exparte (5 or 10 days is consideredimmediate)LPs the only PR where

s not a

SLOB

The Sheriffs not involved

Theres no ct. review of

sLikelihood of success on the merits

No ct. Orders required

Pieper Bar Review Mnemonics6

No Bond needs to be postedPrelim injunction wont be granted unless

tells a

LIE

Likelihood (probability, but notcertainty) of

s success

Irreparable injurys occurring or willoccur to

unless PI is granted.

Equities when balanced by ct.clearly weigh in

s favor.Extra Ordinary Circumstances must beshown in

s motion papers before ct.can

FIND C.J.

to attach her property andgrant order of attachment

s Foreign corp not qualified to dobusiness in NY

Intent to defraud creditors orfrustrate enforcement of $ judgment

READS

his NY assets

READS

a fraudulent intent

Removes assets /property from state

Encumbers property

has Assigned property

Disposed of it

Secreted property (hid it)

s a Non-domiciliary who residesoutside state

s a NY Domicile or NY residentbut cant be personally served despitediligent efforts

Crime Victims are entitled to orderof attachment when suing convictedfelon (Son of Sam law)

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

Pieper Bar Review Mnemonics7

PLEADINGS

Even if a tortfeasor is less than 50% atfault,

WARM DIPS

doesnt limit joint &several

Workers Comp. cases where

semployers impleaded by

to share(contribution) in employees graveinjury

*A

s injuries were caused by

suse, ownership or operation of

A utomobile, motorcycle or othermotor vehicle.

Except Municipal Fire trucks &Police Cars

Reckless (Gross

) Conductcausing

s injury

s who are More than 50%responsible for

s injury

Wrongful Death judgments (NY -actions to recover only econ injuries)resulting from decedents death

Intentional Tortfeasors remain100%

for

s injuries

Property damage

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

s judgment regardless of its apportioned share of fault)

VENUE

Venue is determined by

TLC

Transitory Action

Local Action

Action to Recover Chattel(Replevin)Local actions are

WASP MEN

Action for tort of Waste

A*

Action involving leasehold

Specific performance of real prop k

Partition of reality thatsconcurrently owned

Mortgage Foreclosure

Ejectment action

N*

Nuisance action

DISCOVERY

Use a

PAID MAID

for pre-trial discovery

Physical Exam

Request for Admissions

Written Interrogatories

Depositions (aka EBTsexamination before trial)

Mental Exam

Demand for Addresses

Inspection of Evidence

Discovery of Evidence (Discovery& Inspection)Object to the form of an EBT question at

A CLAM BAR

Ambiguous Question

Compound Question (asking 2things at once)

Leading Question on direct exam

Argumentative & BadgeringQuestion

Misquoting an earlier statement

An overly Broad Question

Assuming a fact not in evidencewhen asking Question

Redundant Question on directexam (previously asked & answeredby witness)

BAR SAP

needs a ct order for EBTs

Before actions been commenced,to assist in bringing action or topreserve evidence

After cases placed on trialcalendar & no objections made w/in20 days by other party that cases notready for trial, no further discoverysallowed unless moving party canshow ct unusual or unanticipatedcircumstances occurred subsequentto filing notice of issue & prejudicewould result if further discoverys notpermitted.

Refusal to comply w/ EBT Demand

Pieper Bar Review Mnemonics8

Special Proceedings - Art. 78(except notices to admit arepermitted in special proceedings)

Arbitration requires extra-ordinarycircumstances for ct. to order pre-trialdiscovery

Prisoners

DRIPS

are a discovery punishment

Dismiss action against

DRIPS

ororder default judgment against

DRIPS

Resolve issues against a non-disclosing party

I*

Impose attorneys fees & punitivesanctions against non-disclosing party

Preclude that party from offeringevidence on certain issues

Strike that partys pleading or anypart thereof An expert witness must disclose

I.Q.S.O.S.

Experts Identity (except doctorsidentity in med mal case doesnt haveto be disclosed - to prevent retaliationby other doctors (peers)).

Experts Qualifications

Subject matter on which expert willtestify

Substance of experts Opinion;AND

Basic Overall Summary of groundsthat form basis of Experts Opinion Theres a

BAN

on interrogatories

Bill of Particulars & Interrogatoriescant both be demanded (except inmatrimonial actions)

cant demand interrogatoriesfrom

until after

s time to Answerhas expired.

Where

is sole basis of

s claiminterrogatories or EBTs can bedemanded but not both.BP is demanded only for

LAP

Limits proof that can be offered attrial

Amplifies pleading

Prevents surprise at trial

Pieper Bar Review Mnemonics9

ARBITRATION

Arbitration awards may be vacated if they are

FABLES

Fraud, misconduct or corruption of arbitration

Procedure used violated Art. 75

Bias of arbitration.

Award Lacked rationality.

Arbitration Exceeded authority oracted contrary to pp

Service of demand to arbitrationwasnt properly made, thus party whodidnt participate in arbitration causeshe wasnt properly served may haveaward vacated.

CONTRACTS

The ingredients for a

TACO

make acontract

Definite Terms, expressed orimplied

Acceptance of Terms

Consideration Supports k

Offer inviting acceptanceAn offer expires when it gets

TIRED

Time after offers made or afterexpressly stated in offer

Mental Incapacity or Death of offeror or offeree

Revocation of offer communicatedto offeree before accepted

Express or implied rejectioncommunicated to offeror

Destruction of subject matter of offer or intervening illegality,terminates offer by operation of lawOptions can

DIE

Destruction of Subject Matter of Option

Intervening Illegality

Expiration of stated option timeextinguishes option

POP

needs no consideration, only signedwriting (NY)

Pre-existing duty (modification of kprice)

Options

Past Consideration provided itsexpressed in signed writing

SMART FLYS

must subscribe to anagreement

Surety Contracts

Marriage Contracts

Answer for debts discharged inbankruptcy

Real Estate Contracts

Testamentary Promises (NY only)

Finders Fee Arrangements

Pieper Bar Review Mnemonics10

Leases Longer than 1 year

Contracts Not Capable of CompletePerformance w/in a Year

UCC Art. 2 Sales ContractsUse a

COMB

for promissory estoppel inNY

Charitable Pledges

To avoid OutrageouslyUnconscionable Results

Oral Marriage Contracts

Promises by Gratuitous Bailees toobtain insurance on bailed goodsA constructive trust is a

T-CUP

Transfer of property in reliance onpromise;

Existence of Confidential orFiduciary Relationship

Unjust Enrichment to Transferee of Prop or to some other 3P; AND

Promise, express or implied to holdproperty for

s benefit which promisehas been breached3 types of k beneficiaries are

CID

Creditor Beneficiary

Incidental Beneficiary (not really3PB)

Donee BeneficiaryCant modify the k, if a 3PB is

MAD

Manifested assent called for in 3PBk (accepts offer)

Commences Action againstPromisor for Breach of 3PB k; OR

Detrimentally Relies on K byMaterially Changing PositionContract assignments involve

A.D.A.

Assignment of beneficial rights (ex.right to receive payment)

Delegation of performance of aduty; OR

Assumption of duties & liabilities bya 3P

Pieper Bar Review Mnemonics11

SIR-P

cant assign

WASP

Statute prohibits assignment of right to receive certain payments(

WASP

):

Workers Comp.

Alimony or Child Support

Spendthrift Trust Income

Personal Injury or WrongfulDeath cause of actions

Where Coupled w/ ImproperDelegation of k duty to an unqualifiedperson

Where Risk to obligor is altered byassignment

Where services are of highlyPersonal nature, person receivingservices cant assign away right, itwould require other person to performservices for someone else materiallyaltering that persons obligation.

HAIL

, a substantial breach of k

Hardship on breaching party, if totalmaterial breach is declared

Amount of benefit bestowed onnon-breaching party (greater benefit,less likely ct. is to find materialbreach)

Whether breach was Innocent.

Likelihood of full performance beingachieved

FU

MED & I SIP

a breach of kdefense

Infancy

Insanity

Intoxication

Fraud

Unconscionability

Undue Influence

Mistake

Equitable Defenses

Duress&

Impossibility of Performance

SOF

Illegality

Parol Evidence Rule (PER)

Pieper Bar Review Mnemonics12

The other

SI

RM

is a fraud

Scienter,

Knew the Statement wasFalse

Lie was Made w/ Intent to Defraud orMislead

Resulting Econ. Injury to

becauseof Fraud

Reliance on Misstatement /Lie

Lie Involved False Material Factwhich Induced

to Enter K Unilateral mistake

COPS

out w/ theEquity of Rescission

Mistake was Communicated toOther Party Before he detrimentallyrelied on Mistaken Figures & ChangedPosition

Mistake Involved Ordinary

Prompt Notice of Mistake Was Givento Other Party

Mistake Would Impose SubstantialHardship if Not CorrectedA

THUG

may render a k illegal

Type of Illegality & extent publicsharmed

Harm that forfeiture would cause if k was declared unenforceably illegal,ct. looks to see whether contractsbeen substantially performed.

Unjust Enrichment (a windfall) toparty asserting illegality defense

Relative Guilt of Each Party

4-Ds

are impossible

1)

Death of Performing Party

2)

Danger to life or ill health of performing party

3)

Destruction of Subject Matter of K

4)

Delays temporarily causingperformance to become impossible orimpracticableNo damages recovery when wearing

CAPS

To recover consequential damages,they must have been w/inContemplation of both parties when kwas executed

Damages that party couldveAvoided.

Damages for Pain & suffering oremotional distress resultingfrom breached k even if such damageswere foreseeable

Speculative damages arentrecoverable, must be prove w/

certainty

PLUS

terms dont belong in Contracts

Terms which violate NYs Publicpolicy (usurious rate of interest)

Unreasonably high Liquidateddamages clause

Unconscionable terms

Clause in k agreeing to seek specificperformance in event of breachdoesnt have to be enforced by ct.Apply

TISSUE

to an employmentrestriction

Time restriction must be

in length

Inability of employee to workelsewhere.

Geographic Space must be asnarrow as possible, extending only tothose areas that protects theemployers interest.

SUE

The employees services must beSpecial, Unique or Extraordinary.If assignor assigns same right twice,assignee 1

st

in time prevails, unless 2

nd

took assignment in GF, paid value & was1

st

to

JPNC

(MBE)

Obtain a Judgment

Get Paid

NC Enter New Contract w/ the obligor Pieper Bar Review Mnemonics13

SALESO-CAN

cant accept

J STRAW

s additionalterms

Offeror Objects to additional termsw/in

time

Offer Expressly Conditionsagreement exclusively to terms inoffer.

If Additional terms MATERIALLYALTER offer terms dont become partof k

Either or both parties are non-merchants.

J STRAW

Materially Alters offer if it wouldcause SURPIRSE OR HARDSHIP if offerorwasnt made aware of its existence:

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

Part payment

Shortening SOL to sue for non-conforming goods

Limiting Tort

Altering UCC rules for ROL

Adding Arbitration clause unless itscustomary practice in trade

Clause negating

M FEET

Warranties such as those of merchantability or fitness You dont need SOFs in a

SWAMP

Contracts for SpeciallyManufactured Goods

Wavier

Judicial Admission of K

M*

Merchant Memo

Part-Performance

OF MICE

permits parol evidence

O*

Establish Oral condition precedentto legal effectiveness of k, provided itdoesnt contradict express term of k

Party cant invoke PER to shield thatparty from allegations of Fraud orMisrepresentation

Mutual Mistake or claim forReformation of k

Illegality

Failure of Consideration

Explain Ambiguous or Missing Terms or Show No EnforceableAgreement was ever intended

Pieper Bar Review Mnemonics14

Sales Contracts imply

CIDER

Ss not obligated to extend Credit.

B has right to Inspect tenderedgoods before accepting them, unless kexpressly provides otherwise orinvolves order bill of lading.

Tender of Deliverys implied at Ssplace of business, unless both partiesknow goods are located elsewhere.

B & S must Exchange performancesconcurrently.

ROLs 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

ale

pproval

ate

esting-Goods held by B are not subject toclaims of Bs creditors.

ale

eturn

arly

esting-Title & ROL vest immediately in B eventhough B has right to rescind kSellers

SPARKLE

when Bs breach

Stopping Goods in Transit

Sue for Entire K Price

Demand Assurances

Re-sell goods to another B

Keep part of breaching Bs deposit,never more than $500

Sue for Lost profit

Exercise right to Reclaim GoodsDelivered to Insolvent B

CIDS WAR

is a buyers remedy

Cover

Incidental & Consequential Damages

Damages for Lost Bargain or forPrice Paid

Specific Performance of UniqueGoods

Breach of Warranty

Acceptance Revoked

R Reject non-conforming goods Pieper Bar Review Mnemonics15

M-FEET

Warranties are in a sales k

M*

Merchantability

Fitness for a Particular Purpose

Warranty against Encumbrances

Express Warranties

Ss Warranty of TitleExpress warranties are

SAD

Sample or model which is the basisof the bargain

Written/Oral Affirmation of fact orpromise made by S relating to goods

Description of goods inadvertisement, brochure or catalog

PINE

for defective product liabilities

Tort Theory in Strict Products

K theory for Implied warranty

Tort theory of

K theory for breach of a

SAD

Express Warranty

G. P

ALMS

is not

for a breach of warranty

Govt Military K Defense

Lack of Privity of K

Federal Preemption

Assumption of Risk (can be assertedto any

PINE

claim)

Lack of Timely Notice to a Seller

Unforeseen Misuse of a Product

SOLA

DIM

product is defective

Defect in Design of Product

Inadequate Warning

Manufacturing Defect or Mistake infabrication process.

NEGOTIABLE INSTRUMENTS

One

MUST SOW

to be a negotiableinstrument

Must be payable in Money Only (USor Foreign Currency)

Promise to pay must beUnconditional

Must be payable in Sum Certain

Must be payable on Demand, @definite Time or after certain futureevent

Must be Signed by maker or drawer

Must be payable

to the Order of

:named person, bearer, OR cash

Must be in Signed Writing.

T-SAID

he warrants the endorsement

Has good Title

All Signatures are genuine

Instrument hasnt been MateriallyAltered

No knowledge of any Insolvencyproceedings of maker or drawer

No Defenses are good against himAn H.D.C. cant know the instrument is

ODD

Overdue (check (not note) is stale30 days from date of issuance)

Dishonored

Real or personal defenses toinstrument such as visible evidence of alteration, or holder had knowledgewhen she took check, that drawer haddefense to its payment.My

MUFFIN

bounces off an H.D.C.

Mistake

Unconscionability of underlyingtransaction

Failure of Consideration

Failure of Condition Subsequent orPrecedent

Inducement by Fraud

Non-delivery of completedinstrument

Pieper Bar Review Mnemonics16

Real

DAFFIDILS

stop an H.D.C. cold

Duress threat of violence (notecon. duress)

Material Alteration of Instrument

Forgery

Fraud in Fact

Illegality (gambling, usury)

Discharge in bankruptcy of makeror drawer

Infancy of maker or drawer

Lack of mental capacity

SOL has expired on the debt

SECURED TRANSACTIONS

A security interest can be perfected in a

PIG

Commercial Paper (NIs, bonds orstock certificates).

Intangible Property

Goods

Pieper Bar Review Mnemonics17

CORPORATIONSTWIST

can pierce the corp veil

Ten largest shs are personally

forunpaid wages or vacation pay,provided its corp. stocks not sold onan exchange.

Corp officers are criminally strictly

if corp failed to obtained WorkersComp Insurance & employees injured.

Illegal conduct by shareholders

Sales tax or corp income tax thatwasnt paid renders o or d responsiblefor corp. finances personally

totaxing authority

Tortuous conduct by corp officers,employees or shareholders who cantuse corp. veil to hide from personal

Place

PVT. McLAW

in the Certificate of Incorporation

Pre-Emptive Rights (PRs)

If Value of no par shares is to befixed by shareholders, rather thandirectors

Stock Transfer Restrictions (placeon stock itself as well)

Maxi-Majority (MM) Voting orQuorum Requirements (Super-Majority)

Cumulative Voting for election of directors

Old Corps, Less than 2/3 of sharesOR New Corps, Less than majority of shares

to vote to voluntarilydissolve corp, or less than 10% sharescan vote to call sh meeting to discuss& vote on judicial dissolution.

Sh Agreement to:

Act w/o shareholders meeting byshareholders submitting writtenconsent to corp activity.

Vote in pre-determined way

Limit or restrict power of directors;OR

Shareholders direct mgmt (wheretheres no Board of Directors forcorp)

Corp Dissolution @ Will or uponspecific event

Pieper Bar Review Mnemonics18

Shareholders must approve

DAMMSLAP PLAN

Voluntary Dissolution of Corp.

To sell, Lease or ExchangeSubstantially All of Corps Assets.

To Amend CoI, Add or Delete sh MMvoting or quorum requirements.

Merger or Consolidation of corp w/another corp., LLC or Limited

Board of directors can bind corp asSurety on any debt that furthers corpsbusiness, 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

= these can be done by majority voteof directors or majority vote of shares,but both votes arent required(everything else requires both)

Amend CoI to change Corp Purpose

Amend CoI to create or abolish PRsor cumulative voting

Corp Loan to d requires shareholderapproval, except in new corps whereBoard of Directors has adoptedgeneral overall plan for making loansto directors or Board of Directors votesdirectors loan would be in corps bestinterest.

Amend CoI to Abolish or limitdirectors

for

Amend CoI to change Corp. NameIf a dissenting sh goes to

CAMP

she getsAppraisal Rights

Abolish Cumulative Voting

Sell, Lease or ExchangeSubstantially all of Corps Assets.

Consolidate or Merge corp. intoAnother Corp.

Abolish PRs, redemptive rights orother stock rights

Pieper Bar Review Mnemonics19

A ct. will attempt to

AIM

for fair value inappraisal rights

Net Asset Value used in realestate investment holding corps, retailor wholesale corps holding substantialtangible assets

Investment Value - earning power of corp. stock.

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

PEACE

proxy is irrevocable

Pledged shares (for loan)

Person Entitled to shares becauseshes contracted to buy them or nowowns them, but who wasnt owner of record on corp. books.

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

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

Employee

COOTE

doesnt have preemptive rights

Shares issued by corp forConsideration other than cash

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

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

st

2 yearsof its existence, because PRs dontattach for 2 years from date CoI wasfiled

Treasury Shares

Shares issued to keep or attractCorp Employees. Judicial reviews precluded if the boardshopped at the

GAP

Acted in GF

Acted w/in scope of its authority

Acted in furtherance of CorpsPurpose

Pieper Bar Review Mnemonics20