RSM225H1 Chapter Notes - Chapter 4: Privately Held Company, Fiduciary, Corporate Security

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Shareholders ( shareholders ): elect directors o shareholders have no right to manage - unless have unanimous shareholders agreement (usa) legally responsible for overall management (unless usa) o, appoint officers. Directors: senior management (president, secretary, etc. , hire managers. Rare exception: piercing the corporate veil - if owner(s) fraudulently led 3rd party to believe third party ( 3rd party ) was dealing with owner(s) personally and not with a corporation. Contrast gpp (partners 100% personally liable for gpp debts) Purchaser of shares has full rights as shareholder ( shareholder ) Contrast gpp (purchaser of gpp interest only gets seller"s share of profits no right to manage gpp or see gpp books unless partners had agreed differently before purchase) (3) owner"s right to manage: Shareholder does not have right to manage (in his/her capacity as. Exception: unanimous shareholders agreement where shareholders assume some or all of directors" management rights and powers.

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