Shareholders
Type of shares that are not voting shares
treasury shares
Total number of directors needed to take action at a meeting
quorum
When courts defer to the BOD's reasonable business decisions
Business Judgment Rule
1 share = 1 vote
straight voting
Case defining what constitutes oversight liability for directors of a corporation.
Caremark
Shareholder powers
Elect and remove directors
Amend bylaws
Vote on matters at shareholder meetings
Vote on amendments to the corporation’s charter
Vote on mergers and acquisitions
Vote on sale, lease, or exchange of all or substantially all of the assets
Vote on dissolution of corporation
Type of authority that gives officers the ability to act without explicit authority (think back to agency law)
inherent authority
Reasons a parent company could be liable for a subsidiary's legal obligations
domination or excessive control, commit a fraud or injustice or other improper purpose, corporate formalities
Agent appointed to represent a shareholder for voting purposes
Proxy
A corporation's management structure
centralized management
Traditional hierarchy of a corporation
Shareholders, BOD, officers
Who votes for the board of directors
shareholders
One reason a plaintiff could "pierce the corporate veil" to hold a shareholder liable
undercapitalization, commingling and confusion of accounts, lack of corporate formalities
Number of votes needed to elect directors by written consent
Unanimous
One of the benefits of buying assets as opposed to merging corporations
pick and choose specific assets and liabilities, no money wasted on unwanted assets, lower risk of assuming unknown or undisclosed liabilities
A shareholder who may owe fiduciary duties to other shareholders
Controlling shareholder
Type of director that has no relationship with the corporation
Independent director
Provision in the certificate of incorporation that eliminates or limits liability for directors
Exculpatory clause
Stock shareholders who want more money and less say might purchase
preferred stock
Oversight is a breach of this fiduciary duty
loyalty
A narrow purpose statement in the certificate of incorporation may open a corporation to liability under this doctrine.
Ultra Vires
Duties owed by the board of directors to the shareholders
none
What shareholders are liable for (usually)
amount of their investment
Corporation that gets to vote on approval of a merger
Constituent corporation
Where officers get their authority
BOD or bylaws