Law 3102 Corps - ORGANIZATION AND MANAGEMENT.ppt POST MODEL

Law 3102 Corps - ORGANIZATION AND MANAGEMENT.ppt POST MODEL...

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ORGANIZATION AND MANAGEMENT OF CORPORATIONS
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Governance Rules In part, governed by statute, but some elements may be changed in certificate or articles of incorporation, bylaws Statute provides for separation of ownership and management That is, shareholders, as owners, do not by that status have the right to manage the business
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Shareholder Voting Rights At least one class must have voting rights Other than voting for directors and on certain extraordinary transactions, shareholders have no direct rights re management Shareholder resolutions are not binding on directors However, as a practical matter, shareholders may have influence, especially institutional shareholders such as pension and mutual funds
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Voting Rights (cont.) Shareholders are not agents of corporation Exercise voting rights at annual meeting or special meetings, on notice Special meetings may be called by board or by holders of at least 10% of shares or others authorized to do so by articles of incorp Generally, one share one vote Quorum - majority of shares entitled to vote, unless C/I or by-laws provide for less. Once quorum is present, most states require shareholder actions to be approved by a majority of the shares represented at the meeting and entitled to vote. May also act by unanimous written consent instead of meeting
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Election of Directors Directors are elected by the shareholders each year at the annual meeting. Elected by plurality (i.e., candidates with highest
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This note was uploaded on 12/09/2011 for the course LAW 1101 taught by Professor Reed during the Spring '08 term at CUNY Baruch.

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Law 3102 Corps - ORGANIZATION AND MANAGEMENT.ppt POST MODEL...

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