BUS 215 Lecture Notes - Lecture 4: Novation, Intentional Tort, Fourteenth Amendment To The United States Constitution
10 Jun 2019
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Shareholders: deemed the owner of the corporation. Shareholders hire/fire board members, board members hire/fire officers. Common law - in order for shareholder to remove board member prior to the end of term, they can do it without cause; can do it at will. Modern law - there must be just cause; reasonable reason to remove. Board members and officers are agents to the corporation. If board member does something that causes a breach of contract, then vicarious liability transfers over to the corporation. Their actions follow the same agency rules. If the board member gets in brawl with another board member and that board member sues the corporation intentional tort. Unless there is a breach of contract. Domestic: when a corporation incorporates and does its business in a same said state. When a corporation incorporates itself in one state and does its business in california. Business they"ve contracted with is also in california it.
