LAW 122 Chapter Notes - Chapter 21: Agency Cost, Action Action, Remittance
1 Aug 2020
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Shareholders residual claimants to the assets of the corporation and elect directors: only governance powers are to vote for, election of directors, proposals, appointment of auditor. Directors responsible for managing or supervising management of business of corporation and internal affairs. Issuing shares: declaring dividends, calling shareholder meetings. Officers appointed by directors of corporation and exercise powers delegated to them by directors. Private corporations few shareholders, and same people may be shareholders, directors and officers: as scale increases, groups overlap less. Public corporations have distributed shares to public with few shareholders involved as directors and officers. Under cbca, first directors named in articles of incorporation. Hold office until first meeting of shareholders: must be held within 18 months of incorporation, shareholders use majority vote to elect directors, under cbca, 25% proportion of directors. Exercise power collectively: each director gets one vote, written resolution signed by all directors as effective as resolution passed at meeting.
