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
Who are the members of a corporation? The corporation is made up of shareholders, directors, officers, and employees. Shareholders are the owners of the corporation. Directors undertake the high-level management and decision-making for the corporation. Officers (and...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
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...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
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...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
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...
by Jason M. Gordon | Feb 23, 2025 | Business Entities, Corporate Governance & Ownership
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...
