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Test 3

by: Gianna Notetaker
Gianna Notetaker
GPA 3.6

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About this Document

These are the notes for the 3rd test and they include chapters 39, 41-45, and 48
Legal Envt Business
Cecelia Cook
business law, notes
75 ?




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This 2 page Bundle was uploaded by Gianna Notetaker on Tuesday November 10, 2015. The Bundle belongs to BL 2413 at Mississippi State University taught by Cecelia Cook in Spring 2015. Since its upload, it has received 100 views. For similar materials see Legal Envt Business in Business Law at Mississippi State University.

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Date Created: 11/10/15
Management of Corp.  Indirect management ­ shareholders Direct management = responsibility of board of directors and officers ● Board: elected by shareholders ○ Strategic planners: long term; big picture; set objectives ■ Approve strategic plans ■ Review all financial records ■ Approve hiring executives ■ Evaluate management performance and  compensation ■ Evaluate extraordinary matters ● Mergers, acquisitions ■ Qualifications ● Set out in bylaws ● Come from community leadership –  business, finance, commerce ● SKEET S: Skill K: Knowledge E: Education E: Experience T: Training ■ Generally 3 years ■ Reasons to remove ● Incompetency ● Nonattendance of meetings ● Personal bankruptcy ● Incapacity ■ Maybe liable = protect directors from liability ● Fiduciary responsibility to represent  shareholders – shareholders interest first ● Business judgment rule ● Acting on informal basis ● Acting in good faith ● Honest belief that it was for best  interest of business ■ Avoiding conflicts of interest ● Not participating ● Officers: implement policies of board; operate business on day to day basis; hire  and fire all employees ○ Liability ­ same as board ● Criminal liability ○ Know corp. can be held criminally liable when its corrupt; can be  fined with percent of interest ○ Actions violate statute/admin. regulations = officers of board


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