tailieunhanh - Lecture Business law: The ethical, global, and e-commerce environment (15/e): Chapter 43 - Mallor, Barnes, Bowers, Langvardt

Chapter 43 - Management of corporations. After reading the material in this chapter, you should be able to: Recognize limits on the objectives and powers of corporations, describe the roles of the board of directors and various committees, discuss recent developments in corporate governance, adapt corporate governance rules to the close corporation. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 10 History and Nature of Corporations Organization and Financial Structure of Corporations Management of Corporations Shareholders’ Rights and Liabilities Securities Regulation Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals Corporations P A R T Management of Corporations P A E T R H C 43 Managers should work for their people and not the reverse. Kenneth Blanchard Leadership and The One Minute Manager (2000) Learning Objectives Recognize limits on the objectives and powers of corporations Describe the roles of the board of directors and various committees Discuss recent developments in corporate governance Adapt corporate governance rules to the close corporation Shareholders own the corporation, but elect a board of directors to manage the firm and, typically, the board delegates most management duties to officers, who in turn hire managers and | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 10 History and Nature of Corporations Organization and Financial Structure of Corporations Management of Corporations Shareholders’ Rights and Liabilities Securities Regulation Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals Corporations P A R T Management of Corporations P A E T R H C 43 Managers should work for their people and not the reverse. Kenneth Blanchard Leadership and The One Minute Manager (2000) Learning Objectives Recognize limits on the objectives and powers of corporations Describe the roles of the board of directors and various committees Discuss recent developments in corporate governance Adapt corporate governance rules to the close corporation Shareholders own the corporation, but elect a board of directors to manage the firm and, typically, the board delegates most management duties to officers, who in turn hire managers and employees Model Business Corporation Act (MBCA) states that a corporation has power to do anything that an individual may do Corporate Powers WARNING: This is a long and detailed chapter! Historically, an act of a corporation beyond its powers was a nullity since it was ultra vires (“beyond the powers”) MBCA and MNCA state that ultra vires may be asserted by three types of persons: (1) a shareholder seeking to enjoin a corporation from executing a proposed ultra vires action; (2) the corporation suing management for damages caused by exceeding corporate powers; and (3) the state’s attorney general The Ultra Vires Doctrine The board of directors supervises the actions of its committees, the chairman, and officers to ensure the board’s policies are being carried out and the corporation is managed wisely Some corporate actions require board initiative and shareholder approval Amending articles of incorporation, mergers, and dissolution The Board of Directors Directors are .