Ch. 40: Corporate Directors, Officers, and Shareholders – No. 8
Clarkson et al.’s Business Law (13th ed.)
SHAREHOLDER APPROVAL
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 9
Clarkson et al.’s Business Law (13th ed.)
SHAREHOLDER VOTING
Straight Voting: Each shareholder may vote the number of
her shares for each open seat on the board.
of her shares times the number of open seats on the board,
and may distribute her votes as she chooses.
Example: Marion may cast up to 3,000 votes for any
one candidate but no more than 3,000 total votes.
and Leslie, each of whom own 2,500 shares, they will be
entitled to cast up to 18,000 total votes – up to 6,000
votes for any one candidate in straight voting; up to
18,000 votes for a single candidate in cumulative voting.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 10
Clarkson et al.’s Business Law (13th ed.)
SHARES, WARRANTS & DIVIDENDS
Stock Certificate: A certificate issued by a corporation
evidencing the ownership of a specified number of shares of
the corporation and all rights attached thereto.
Preemptive Right: The right of an existing shareholder
to purchase newly-issued shares in proportion to their
corporation diluted by newly-issued shares.
Stock Warrant: A certificate granting the owner the
option to buy a certain number of shares of stock, at a
stated price, usually within a set time period.
dividend, shareholders can petition a court to compel the
directors to do so.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 11
Clarkson et al.’s Business Law (13th ed.)
(1) for a proper purpose,
(2) in person or through an agent, attorney, accountant, or
other authorized assistant,
(3) provided that the request is made in advance.
they may be sold to the public.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 12
Clarkson et al.’s Business Law (13th ed.)
CORPORATE DISSOLUTION
injury to the corporation is occurring or threatened;
(2) the directors or those in control of the corporation are
acting illegally, fraudulently, or oppressively;
(3) corporate assets are being misapplied or wasted; or
(4) the shareholders, after a specified number of ballots over
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 13
Clarkson et al.’s Business Law (13th ed.)
SHAREHOLDER LITIGATION
Shareholder Derivative Suit: A suit by one or more
shareholders
(1) suing the corporation’s directors or others,
corporation (or the corporation’s creditors) for the difference
between the price paid and the value of the stock.
Majority Shareholder’s Liability: A shareholder who holds
more than 50% of a corporation’s outstanding stock may owe
fiduciary duties to the corporation and to minority
shareholders – particularly when the majority shareholder
sells his shares, thereby effecting a change in corporate
control.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 9
Clarkson et al.’s Business Law (13th ed.)
SHAREHOLDER VOTING
Straight Voting: Each shareholder may vote the number of
her shares for each open seat on the board.
of her shares times the number of open seats on the board,
and may distribute her votes as she chooses.
Example: Marion may cast up to 3,000 votes for any
one candidate but no more than 3,000 total votes.
and Leslie, each of whom own 2,500 shares, they will be
entitled to cast up to 18,000 total votes – up to 6,000
votes for any one candidate in straight voting; up to
18,000 votes for a single candidate in cumulative voting.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 10
Clarkson et al.’s Business Law (13th ed.)
SHARES, WARRANTS & DIVIDENDS
Stock Certificate: A certificate issued by a corporation
evidencing the ownership of a specified number of shares of
the corporation and all rights attached thereto.
Preemptive Right: The right of an existing shareholder
to purchase newly-issued shares in proportion to their
corporation diluted by newly-issued shares.
Stock Warrant: A certificate granting the owner the
option to buy a certain number of shares of stock, at a
stated price, usually within a set time period.
dividend, shareholders can petition a court to compel the
directors to do so.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 11
Clarkson et al.’s Business Law (13th ed.)
(1) for a proper purpose,
(2) in person or through an agent, attorney, accountant, or
other authorized assistant,
(3) provided that the request is made in advance.
they may be sold to the public.
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 12
Clarkson et al.’s Business Law (13th ed.)
CORPORATE DISSOLUTION
injury to the corporation is occurring or threatened;
(2) the directors or those in control of the corporation are
acting illegally, fraudulently, or oppressively;
(3) corporate assets are being misapplied or wasted; or
(4) the shareholders, after a specified number of ballots over
Ch. 40: Corporate Directors, Officers, and Shareholders – No. 13
Clarkson et al.’s Business Law (13th ed.)
SHAREHOLDER LITIGATION
Shareholder Derivative Suit: A suit by one or more
shareholders
(1) suing the corporation’s directors or others,
corporation (or the corporation’s creditors) for the difference
between the price paid and the value of the stock.
Majority Shareholder’s Liability: A shareholder who holds
more than 50% of a corporation’s outstanding stock may owe
fiduciary duties to the corporation and to minority
shareholders – particularly when the majority shareholder
sells his shares, thereby effecting a change in corporate
control.