by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
What is the business judgment rule? The business judgment rule is a principle that applies to officers and directors acting within the scope of their positions. Directors of a corporation have a fiduciary duty to act in the best interest of their stockholders. This...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
What is the composition of the board of directors? The size of the board and the process for electing directors are laid out in either the articles of incorporation or the bylaws. There are generally few requirements in these governing documents with regard to who can...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
What is the role of directors of the corporation? Corporate governance procedures under state law and the Revised Model Business Corporation Act regulate the actions of boards of directors. The Organization for Economic Cooperation and Development, Principles of...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
What is shareholder activism and what is the significance of institutions as shareholders? Shareholder activism refers to the situation where large shareholders of a company exert influence or control over the actions of the directors or officers of the corporation....
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
What are corporate vote proxies and how are they used? Shareholders may vote their shares through a written consent or by casting their vote at a shareholder meeting. Written consents avoid the need to call a meeting, but any matter voted upon must receive unanimous...