BUSN1-UC 544 Chapter Notes - Chapter 43: Ultra Vires, Fiduciary, Greenmail
18 Mar 2014
School
Department
Course
Professor
Document Summary
By laws (drawn up by the board of directors). Implied: whatever"s reasonably necessary to do the job. What type of business it will conduct -> operate an airline. > the directors, employees, officers acted beyond the corporation"s express/implied powers. Company can be held accountable; can be sued by shareholders or others. Note: the sole-power to do / authority of a corporation like operating an airline can"t be used as a defense to get out of a contract -> stuck with the fleet of cabs. Investors who buy shares = original shareholders , though philosophically original shareholders should have more value. * lawsuit brought to the corporation by a shareholder b/c of violations. Articles of incorporation -> any lawful business negates ultra vires act b/c you can conduct any business. Centralized management: s/h (appoints) -> bod -> officers -> employees. Committee (in board) - group in board that specializes in an expertise (finance, accounting, etc. )
