Lecture Business law with UCC applications (13/e): Chapter 27 - Brown, Sukys

Chapter 27 - Corporate governance. After completing this chapter, students will be able to: Explain the central dilemma of corporate governance, describe the functions of directors, officers, and shareholders, list the five theories of corporate governance, describe cumulative voting and proxy solicitation, explain shareholder proposals,...

Business Law with UCC Applications,13e Corporate Governance Chapter 27 McGraw­Hill/Irwin         Copyright © 2013 by The McGraw­Hill Companies, Inc. All rights reserved Learning Objectives Explain the central dilemma of corporate governance Describe the functions of directors, officers, and shareholders List the five theories of corporate governance Describe cumulative voting and proxy solicitation Explain shareholder proposals 27­2 Learning Objectives (cont.) Distinguish between voting trusts and pooling agreements Contrast shareholder direct suits with shareholder derivative suits Contrast the business judgment rule with the fairness rule List the rights that belong to shareholders 10 Explain the management of a limited liability company 27­3 Corporate Governance • Management of the Corporation – Directors of the Corporation – Officers of the Corporation – Shareholders of the Corporation 27­4 Corporate Governance • Directors of the Corporation – Qualifications of Directors – Time Commitment of Directors – Meetings of Directors 27­5 Corporate Governance • Issues in Corporate Governance – The Corporate Balancing Act Revisited – Theories of Corporate Governance – Shareholder Voting Control – Shareholder Lawsuits 27­6 Corporate Governance • Theories of Corporate Governance – Special Interest Group Control – Governmental Control – Independent Director Control – Managerial Control – Shareholder Democracy 27­7 Corporate Governance • Shareholder Voting Control – Cumulative Voting – Proxy Voting – Shareholder Proposals – Voting Trusts – Pooling Agreements – Shareholder Nominations – Unanimous Voting Restrictions – Combinations 27­8 Corporate Governance • Shareholder Lawsuits – Direct Suits – Derivative Suits 27­9 Corporate Governance • Governance Responsibilities – The Business Judgment Rule – The Fairness Rule – The Actual Authority Rule 27­10 Corporate Governance • The Fairness Rule – The Insider Trading Rule – The Corporate Opportunity Doctrine 27­11 Corporate Governance • The Actual Authority Rule – Efforts to Limit Liability – Efforts to Increase Responsibility 27­12 Corporate Governance • Shareholder Rights – Right to Examine Corporate Records – Right to Share in Dividends – Right to Transfer Shares of Stock – Preemptive Rights 27­13 Corporate Governance • Governance of a Limited Liability Company – Member-Managed LLCs – Manager-Managed LLCs – Fiduciary Duties 27­14 ... Restrictions – Combinations 27? ?8 Corporate Governance • Shareholder Lawsuits – Direct Suits – Derivative Suits 27? ?9 Corporate Governance • Governance Responsibilities – The Business Judgment Rule... proposals 27? ?2 Learning Objectives (cont.) Distinguish between voting trusts and pooling agreements Contrast shareholder direct suits with shareholder derivative suits Contrast the business judgment... Corporate Governance • Governance of a Limited Liability Company – Member-Managed LLCs – Manager-Managed LLCs – Fiduciary Duties 27? ?14