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Kulper econ 189 kulper 14 officersanddirectors

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Unformatted text preview: Communications v. Bildirici: Board failed to meet to discuss $100M loan from founder) Kulper - Econ 189 Kulper 12 Rights of Shareholders • Shareholders have neither the right nor the obligation to manage the day­to­day business of the enterprise. • Right to Information • Right to Vote – Under the Model Act, shareholders with a proper purpose have the right to inspect and copy the corporation’s minute book, accounting records, and shareholder lists. – A corporation must have at least one class of stock with voting rights. Kulper - Econ 189 Kulper 13 Shareholder Meetings • Annual meeting of shareholders are the norm for publicly traded companies. • Companies whose stock is not publicly traded may either hold an annual meeting or use written consent from their shareholders. Kulper - Econ 189 Kulper 14 Officers and Directors • Election and Removal of Directors – Shareholders have the right to elect directors and also to remove them from office, though this is a complex and expensive process and is rarely done. – Typically, directors set their own compensation (unless the charter or bylaws provide otherwise). Kulper - Econ 189 Kulper 15 • Compensation for Officers and Directors Fundamental Corporate Changes • A corporation must seek shareholder – Mergers – Sales of Assets – Dissolution – Amendme...
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