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Management of Corporations
43 Chapter Forty-Three Management of Corporations
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Corporate Powers Objective
Articles of Incorporation- Ultra Vires Doctrine Managing Nonprofit- Directors/Officers Close Corp.
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Board of Directors Corporate Statutes- Authority Board Committees
Powers/Rights/Liabilities Election- Staggered Terms Vacancy Removal Meetings
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Board Committees Executive Audit Nominating Compensation
Shareholder Litigation
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Voting Straight Class Cumulative Proxy
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Officers President Vice President(s) Secretary Treasurer Authority
Express Implied
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Directors/Officers Duties
Act Within Authority Duty of Care- Prudent Person Business Judgment Rule Changes Duty of Loyalty Conflict of Interest-Intrinsic Fairness
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Directors/Officers Duties
Opposition to Acquisition- Tender Offer Usurp of Opportunity Oppression of Minority Shareholders Freeze-Out Legal Standard Inside Information Right to Dissent
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Liability Corporation Directors’/Officers’ Insurance/Indemnification
Torts Crime Directors’/Officers’ Insurance/Indemnification Mandatory Permissible
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