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Management of Corporations

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Presentation on theme: "Management of Corporations"— Presentation transcript:

1 Management of Corporations
43 Chapter Forty-Three Management of Corporations

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

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

4 Board Committees Executive Audit Nominating Compensation
Shareholder Litigation

5 Voting Straight Class Cumulative Proxy

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

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

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

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

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