Use It For
Use the personality-denial sections for personality confusion, excessive control, significant undercapitalization, and litigation posture. Use the company-guarantee sections when students analyze whether a counterparty may rely on a legal representative’s signature, what company resolutions must be checked, and how courts allocate risk after an unauthorized guarantee. Use the valuation-adjustment and nominee-shareholding sections for shareholder agreements, investment exits, and shareholder-status disputes.
Teaching Notes
Although minutes are not statutes, they are essential for understanding how courts organize the reasonableness inquiry in guarantee and representative-authority disputes.