LAW 603 Lecture Notes - Lecture 3: Unanimous Consent, Transfer Tax, Fiduciary
Document Summary
Shareholders" agree(cid:373)e(cid:374)ts: customization of small corporations from default statutory provisions, revise shareholder approval requirements, eg. Require unanimous consent for al matters: change allocatin of power and responsibility, eg. Tra(cid:374)sfer dire(cid:272)tors": create rules for share transfers, u(cid:374)a(cid:374)i(cid:373)ous shareholders" agree(cid:373)e(cid:374)ts have spe(cid:272)ial status. Managing d&o liability risk: holding d&os liable provides a disince to be. Protection for creditors: d&os generally have no personal duty to creditors, limited exceptions, fiduciary duty and duty of care may provide some protection, directors cannot authorize distribution of corporation assets to shareholders, D&os, or employees if doing so would threaten ability to pay creditors: eg dividends, share repurchase, directors personally liable to creditors in this event. Securities regulatio (not gonna go in dept: securities include shares onther claims issued by corporations and other business organizations, law regulate buying and selling of securities within provinces, imposing standards on managers, protect investors and ensure secru.
