BLAW 308 Lecture Notes - Lecture 16: Takeover, Cumulative Voting, Local Exchange Trading System
Document Summary
Not allowed to serve on the audit community or the compensation board. You can"t be on the compensation committee because you"re interested. Can be on like a nomination board director (interested in the transaction) If your piece of property is being bought by the corp you have to tell them all its yours and recuse yourself. If they pay you a lot more than it"s worth cause your friends then youre breaching your duty of loyalty and care to the corporation. If they directors are all being sued by the shareholders, then they all become interested. In this case they should hire independent outside counsel for advisement. Best thing would be to find disinterested directors, like if 1 isn"t sued or something. Articles and bylaws can have qualifications for directors. Sometimes they can require you to have shares in the company. Articles might have that the number of directors must be no less than 3 and no more than 22.
