36.1 Law for Business, 15e by Ashcroft Chapter 36: Management and Dissolution of a Corporation Law for Business, 15e, by Ashcroft, © 2005 West Legal Studies in Business, a Division of Thomson Learning

36.2 Chapter 36 Objectives  Discuss how a corporation is managed and controlled by the stockholders.  Identify the rights of stockholders.  Specify the responsibilities and powers of directors and officers.  Describe how a corporation is combined or dissolved.

36.3 Stockholders’ Meeting  Corporation holds annual meeting as per bylaws.  Corporation must give notice of agenda.  A quorum must be present.

36.4 Stockholders’ Voting Stockholders may vote on such issues as:  Election of directors  Elections to approve or disapprove corporate actions

36.5  Describe how minority stockholders can vote through the process of: Cumulative voting Voting trusts  How can stockholders vote if they cannot attend the stockholders’ meeting?  Describe what a proxy war is and why it could happen. Minority Stockholders Activity

36.6  Receive a properly executed stock certificate.  Attend corporate meetings and vote unless otherwise stated.  Receive a proportionate share of profits through dividends.  Sell and transfer shares of stock. Rights of Stockholders

36.7 More Rights of Stockholders  Right to subscribe for new shares in proportion to the shares already owned.  Right to inspect corporate books.  Right to receive share of assets remaining after liquidation.

36.8 Powers  Manage and direct the corporation.  Do anything to achieve purpose of corporation.  Elect and appoint officers and agents. Duties  Establish policies.  Exercise discretionary power.  Delegate administration duties to subagents. Liabilities  Bad faith.  Negligence. Directors

36.9 Dissolution  State may ask for corporate dissolution for  Forfeiture or abuse of corporate charter  Violation of state laws  Fraud in the procurement of charter  Failure to pay taxes for stated number of years  When dissolved, its existence is terminated for all purposes except winding up business.

36.10 The End! For further information, visit some of the Web sites listed in your book. Preferred Stock Common Stock