LAW 603 Lecture Notes - Agency Cost, 18 Months, Mens Rea
Document Summary
Are relatively rare, as the cost of complying with the disclosure requirements are often to high. Oppression remedy - allows a shareholder to claim relief from an act or omission by the corporation or its directors that oppresses the interest of the shareholders (ex. Transacting with the corporation: to protect from conflict of interest a procedural safeguard can be used, must be notified well in advance and the specific officer or director cannot be on the vote for approval. Indemnity is compensation paid by a corp to a director or officer for costs incurred in connection with performing their duties. Indemnity occurs if: were not found to have committed any fault, complied with fiduciary duty and had reasonable grounds for believing their conduct was lawful. Indoor management rule- states that a corp cannot rely on any provisions in its articles or by-laws, or in any unanimous shareholder agreements that creates a defect in the agents authority.