tailieunhanh - Lecture Business law: The ethical, global, and e-commerce environment (15/e): Chapter 44 - Mallor, Barnes, Bowers, Langvardt
Chapter 44 - Shareholders’ rights and liabilities. After completing this chapter, students will be able to: Describe the rights and powers of shareholders, how they exercise their powers, and special liabilities; identify classes of shares; explain how shareholders may enforce corporate rights of actions, especially against managers. | 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 Shareholders’ Rights and Liabilities P A E T R H C 44 Management have been allowed to act like owners. But it is the stockholders who own companies and the stockholders are just beginning to realize it. Pickens, Sunday Times (London, Dec. 1, 1985) Learning Objectives Describe the rights and powers of shareholders, how they exercise their powers, and special liabilities Identify classes of shares Explain how shareholders may enforce corporate rights of actions, especially against managers Shareholders are the owners, but not the managers of a corporation Shareholder rights in a publicly-owned . | 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 Shareholders’ Rights and Liabilities P A E T R H C 44 Management have been allowed to act like owners. But it is the stockholders who own companies and the stockholders are just beginning to realize it. Pickens, Sunday Times (London, Dec. 1, 1985) Learning Objectives Describe the rights and powers of shareholders, how they exercise their powers, and special liabilities Identify classes of shares Explain how shareholders may enforce corporate rights of actions, especially against managers Shareholders are the owners, but not the managers of a corporation Shareholder rights in a publicly-owned corporation are limited to electing and removing directors, approving vital matters, and ensuring that management actions are consistent with state corporation statutes, the articles of incorporation, and the bylaws Overview State statutes and the Model Business Corporation Act (MBCA) require an annual meeting of shareholders to be held Primary purpose: elect directors Special meetings of shareholders may be held whenever a corporate matter arises that requires immediate shareholders’ action Notice must be given to shareholders of record (entitled to vote) Shareholder Meetings The MBCA permits shareholders to act without a meeting if all of the shareholders entitled to vote consent in writing to the action. A quorum of outstanding shares must be represented at meeting by shareholders A majority of votes cast at shareholders’ meeting will decide issues put to a vote Shareholders have right of full participation, including the right to offer resolutions, speak for or against .
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