LAW 603 Chapter Notes - Chapter 22: Due Diligence, Environmental Protection, Remittance
8 Apr 2014
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Chapter 22 legal rules for corporate governance. Power & responsibility allocated amongst different groups: shareholders are the residual claimants to the assets of the corporation and elect the directors (entitled to assets after all creditors are paid on its dissolution). Their powers are to vote for election of directors, appoint auditor, vote on proposals made to them. Shareholders elect directors appoint officers. Private corporations have few shareholders and the same people may be the shareholders, directors and officers. Public corporations are corporations that have distributed their shares to the public with only a few shareholders involved in the corporation as directors and officers. Directors obligated to call annual meetings at least every 15 months. At an annual meeting, shareholders elect directors, appoint auditor, and review annual financial statements are discussed. Shareholder meetings may take place at other times to conduct other business.
