LAW 603 Study Guide - Midterm Guide: Fiduciary, Transfer Tax, Breach (Security Exploit)

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A corporation is a legal person has rights and obligations/liabilities but it can act only through real person. Legal responsibility in a corporation is to the board of directors and they are held liable. Legal authority only arises only when the board of directors exercise rules together **never the shareholder** Corporation has shareholders | board of directors | officers. Shareholders the residual claimants to the assets of the corporation (after creditors have been paid) and elect the directors o o. Vote on proposals typically presented by the board of directors: do not participate in managing the business of the corporation o. Directors responsible for managing or supervising the management of the business of the corporation and its internal affairs o o o o. Approves policies governing day-to-day activities of the corporation. Legally responsible for the lawful management of the corporation.