LAW 603 Lecture Notes - Lecture 3: Apparent Authority, Liability Insurance, Business Judgment Rule
11 Dec 2016
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Chapter 22 legal rules for corporate governance. Shareholders residual claimants to the assets of the corporation and elect the directors. They vote for the election of directors and on matters submitted to them (typically presented by the board of directors), and appoint the auditor. Directors responsible for managing or supervising the management of the business of the corporation and its internal affairs. Approved policies governing day-to-day activities of the corporation. Officers appointed by directors of a corporation and usually exercise substantial management powers delegated to them by the directors. Manage the corporation in compliance with the policies and instructions of the board of directors. Private corporations have few shareholders and the same people may be the shareholders, directors, and officers. Public corporations corporations that have distributed their shares to the pubic with only a few shareholders involved in the corporation as directors and officers. They must meet, at a minimum, every 15 months (a(cid:374)(cid:374)ual shareholders" (cid:373)eeti(cid:374)g) to:
