Chapter 39
Corporations: Directors,
Officers, and
Shareholders
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Summary of Roles of Directors, Officers, and
Shareholders
Directors
Officers
Shareholders
Vote on important corporate
decisions
Appoint and supervise officers
Declare and pay corporate
dividends
Manage corporation
Run “daytoday” business of
firm
Agents of corporation
Elect board of directors
Approve major board decisions
392
Fiduciary Duties
Definition: Duties to corporation that individuals
within corporation have
Primary fiduciary duties include:
Duty of Care
Duty of Loyalty
Duty to Disclose Conflict of Interest
393
Exhibit 392: Liability of Directors and
Officers
Can be held personally liability for their own torts and crimes
Can be held personally liable for torts and crimes of other
employees they supervise
Can be held liable for wrongful transactions involving
company stock
Cannot be held liable for decisions that harm company if they
were acting in good faith at time of decision
394
Exhibit 393: Liability of Shareholders
Shareholders liable (to extent of their investment) for debts of
corporation
Shareholders liable for breach of contract if stock subscription
agreement signed and no stock purchased
Shareholders liable for watered stock
Shareholders personally liable for receiving illegal dividends
395
Summary of Rights of Directors, Officers, and Shareholders
Directors
Officers
Shareholders
Right to Compensation
Right to Participation
Right to Inspection
Right to Indemnification
Rights determined in employment
contract
Stock certificates
Preemptive rights
Right to Dividends
Right to Transfer Shares
Inspection Rights
Right to Corporate Dissolution
Right to File Derivative Suit
Right to File Direct Suit
396
Corporations: Directors, Officers,
and Shareholders—Terminology
Quorum (Definition): Minimum number of
directors necessary to validate corporate
directors’ meeting
397
Corporations: Directors, Officers,
and Shareholders—Terminology
Proxy (Definition): Provides authorization
for third party to vote in place of
shareholder at shareholders’ meeting
398
Corporations: Directors, Officers,
and Shareholders—Terminology
Voting Trust (Definition): Agreement between
stockholder and trustee in which stockholder
transfers his/her legal share titles to trustee; trustee
is then responsible for voting for those shares
399
Corporations: Directors, Officers,
and Shareholders—Terminology
Business Judgment Rule (Definition):
Provides that directors and officers are not
liable for decisions that harmed corporation
if they were acting in good faith at time of
decision
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Corporations: Directors, Officers, and
ShareholdersOther Relevant Terminology
Stock Subscription Agreement: Contractually obliges individual to buy
shares in corporation
ParValue Shares: Fixed face value noted on stock certificate
NoPar Shares: Stock shares without a par value
Watered Stock: Stock issued below its fair market value
Preemptive Rights: Preferential rights given to existing shareholders to
purchase shares of new stock issue; preference given in proportion to
percentage of stock shareholder already owns
Stock Warrants: Vouchers issued to shareholders, entitling them to given
number of shares at specified price
3911
Corporations: Directors, Officers, and ShareholdersOther
Relevant Terminology (Continued):
Dividend: Distribution of corporate profits/income ordered by directors
and paid to shareholders in proportion to their respective shares in
corporation
Inspection Rights: Protect shareholder interest by giving them right to
inspect corporation’s books and records after asking in advance to inspect
and having proper purpose
Right of First Refusal: Given to existing shareholders to purchase any
shares of stock offered for resale by shareholder within specified period of
time
Shareholder’s Derivative Suit: Filed by corporate shareholder when
corporate directors fail to sue in situation where corporation has been
harmed by individual/another corporation
3912