Shareholders
Type of Shareholders who receive dividends when board approves the amount.
What are Common stock shareholders?
Type of fiduciary duty that directors and officers owe to use diligence and good faith when acting on behalf of the company.
What is the duty of care?
Corporate Document that sets out the purpose of the corporation?
What is the Articles of Incorproation?
Term used when a Board of Directors does not pay attention to its duties?
What is negligence or gross negligence (depends on how bad!)
This type of corporation sells shares only to private individuals.
What is a private corporation?
Type off shareholders with a set dividend, regarless of whether the company makes a profit.
What are Preferred Sharholders
Boards of directors have discretion to pay this on behalf of common stock sharholders.
What are dividends?
Corporate document typically written to descirbe how directors will be elected.
What are the corporate by-laws?
Bad act by a corproate officer or director that is outside of thier express or implied powers.
What is an Ultra Vires act?
Shares of this type of corporation is typically sold on a stock exchange.
Public company.
Term used for type of shares that accumulate rights to dividends even when the company has not been making profits.
What are Cumulative Preferred Shares?
A duty that directors and officers of a corporation have to act wihtin the authority of 1) law 2) articles of incorporation 3) by-laws and 4) resolutions of Board of Directors.
What is the Duty of Obedience.
Governmental entity that Articles of Incorporation are filed with in order to get protection of corporate laws
What is the state of incorporation?
When dominant shareholders misuse the corporation for improper purposes, a court may permit this to make shareholders personally liable.
What is "pierce the corporate veil"
Until this type of company reaches $10 million in value, and has more than 500 shareholders, does not have to follow SEC rules.
Type of shareholders that typically have rights to elect the members of the board of Directors.
What are Common Shareholders
Rule that protects directors from liability for honest mistakes of judgement.
What is the Business Judgement Rule
Corporate document that identifies the number of share that a corporation may issues.
What are the Articles of incorporation?
When a company officer uses a corporate opportunity to benefit themselves rather than the company.
What is a breach of duty of loyalty?
This type of company is typically purchased by a few rich people with a high tolerance for risk.
Type of shares that can be converted into Common stock
Convertible Preferred Shares
If the Board of Directors are grossly negligent in carrying out its duties, a provision in this document might help them avoid liaibility in Delaware.
What are articles of incorporation?
Corporate document that defines how many common shares of the shareholders are needed to obtain a quoram for a meeting?
What are the by-laws?
This type of corporation is formed for charitable, educational or religious purposes.
What is a not-for profit corporation?