Management of Corporations

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Presentation transcript:

Management of Corporations 43 Chapter Forty-Three Management of Corporations

Corporate Powers Objective Articles of Incorporation- Ultra Vires Doctrine Managing Nonprofit- Directors/Officers Close Corp.

Board of Directors Corporate Statutes- Authority Board Committees Powers/Rights/Liabilities Election- Staggered Terms Vacancy Removal Meetings

Board Committees Executive Audit Nominating Compensation Shareholder Litigation

Voting Straight Class Cumulative Proxy

Officers President Vice President(s) Secretary Treasurer Authority Express Implied

Directors/Officers Duties Act Within Authority Duty of Care- Prudent Person Business Judgment Rule Changes Duty of Loyalty Conflict of Interest-Intrinsic Fairness

Directors/Officers Duties Opposition to Acquisition- Tender Offer Usurp of Opportunity Oppression of Minority Shareholders Freeze-Out Legal Standard Inside Information Right to Dissent

Liability Corporation Directors’/Officers’ Insurance/Indemnification Torts Crime Directors’/Officers’ Insurance/Indemnification Mandatory Permissible

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