LAW 603 Study Guide - Midterm Guide: Mens Rea

• School: Ryerson University
• Department: Law and Business
• Course: LAW 603
• Professor: Nick Iannazzo

Document Summary

Power and responsibility is allocated among: shareholders (s, entitled to assets after paying creditors, elect directors; appoint auditors; vote on matters submitted to the, do not manage corporations, directors (d, officers (o, manage business and its internal affairs, appointed by directors to exercise management powers. Shareholders and creditors have access to: articles, bylaws, minutes of s"s meeting, share register (owners of shares, annual financial statements (audited unless s"s waive audit requirements) Chapter 22 - legal rules for corporate governance: problem. Conflict of interest if d/o transacts with the corp: if d or o has the opportunity to sell goods to a corporation where he/she works, usually there is a conflict of interest, as a d or o, it is your duty to get the lowest price for the corp. but your own personal interest is in selling for the highest price, a conflict exists, and ends up in an unfavorable transaction for the corp.