Management and Organizational Studies 2275A/B Lecture Notes - Lecture 6: Legal Personality, Fiduciary, Derivative Suit

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Corporation is a person(legally is a person, has all the rights , powers and privileges that a person has) Shareholders own the corporation, but do not own the asset. Have limited liability(your liability is limited to your investment) Directors and officers are the agencies of the corporations(directors are elected by the shareholder, officers are appointed by the directors) What duties do the directors and officers own to the corporations. Duty of care(duty to act carefully, a reasonable person would do) What duties do the director and officer own to the shareholders. They are the agency of the corporation, not to the shareholders. Debt must be repaid, otherwise it will be breach of contract. Shareholders can vote by having the right to view the financial information. A, b, c are shareholders, director and officer. Derivative action(the lawsuit is actually the corporation vs. a&b, c is on behalf of the corporation)