MGT393H5S - Lecture5 - MGT393H5S Lecture 5 Articles of...

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MGT393H5S Lecture 5 Articles of Amendment Articles of Corporation Non Monetary Transaction Private Company: If you buy a share, you will get a share certificate Public Company: Just a notation on your investment account (Item # 17, 18, 19) Shareholders are the Owners and they elect the board of directors And BOD appoints officers as well as the senior management (Somebody can wear more than one hat) How do these guys have to act? - Directors - Officers - Senior Management - They are in a fiduciary position (Position of trust) Obligations to avoid conflicts (When there is a conflict, they need to disclose it) Avoid taking corporate advantage (Vice president of marketing, customer proposed an innovative idea. But he says that it is not innovative. However, I am thinking of incorporating a new company and you should work with me. Cannot take an opportunity and redirect to one.) Officers cannot make confidential information to one’s own benefit. If you are in the BOD in both of the corporation, you cannot participate in the decision of a huge contract since you have act for the best as a BOD. (Best interest in the corporation) (Example) Government Contract - President and also on the Board - He resigns (president and board) - Company bids on the contract and loses - Who beat us? A new corporation
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This note was uploaded on 10/17/2011 for the course MANAGEMENT mgt393 taught by Professor Schneider during the Spring '10 term at University of Toronto- Toronto.

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MGT393H5S - Lecture5 - MGT393H5S Lecture 5 Articles of...

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