COMM 315 Lecture Notes - Lecture 14: Natural Person, Browse Wrap, Shrink Wrap
1 Feb 2017
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Corporation may ratify acts by another person prior to incorporation (. i. e. contracts) : person acting on behalf of a corporation to be constituted must stipulate it in the contract and that the corporation may not assume the obligations; Failing such a stipulation, he is solely viable. Directors cannot mingle company property with their own (i. e. bank accounts, checks); Cannot use corporation property for his profit of for profit of third persons. Cannot use any information obtained in exercise of his duties without authorization of corporation (i. e. shareholders it is their interests which are ultimately protected); Must be recorded in minutes of board of directors. Must declare all potential conflicts of interest (i. e. other corporations or institutions he may have invested in: including the value of such interest. Must avoid conflict between personal interests and duties as director. At the time the obligation is created, performed or extinguished. Without: abuse; intent to injure: in excessive/unreasonable manner.
