What other protections exist for directors acting in their official capacity? Directors (and officers) of corporations often have a layer of protection from personal liability beyond the business judgment rule. Many corporations purchase director and officer insurance...

What is the role managers (Executives) in the corporation? Managers control the daily operations of the corporation. The senior managers are the officers of the corporation. The most senior positions are often directly chosen by the board of directors. The board then...

What state and federal laws primarily contribute to corporate governance? Regulation of corporate governance practices is a mixture of state and federal law and organizational requirements. Below is a list of the primary state and federal laws and stock exchange rules...

What is the role of state law in corporate governance? State corporate law is the primary law governing corporate governance and operations. Each state passes its own statutory corporate laws and develops its own common law surrounding those statutes. Shareholders...

What is business governance? Business governance concerns the actions and controls placed on those charged with managing a business entity. Business governance is the subject of extensive legislation and research, particularly as it pertains to the corporate entity...

What are the fiduciary duties owed by shareholders of the corporation? Generally, shareholders of a corporation do not owe fiduciary duties to other shareholders. This situation may change in closely-held corporations or in corporations where shareholders also serve...

What is the process for shareholders bringing a derivative action? A derivative action is a lawsuit against officers or directors brought by shareholders on behalf of the corporation. That is, the shareholders act as representative plaintiff for the corporation and...

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...

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....