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Directors meetings, including the quorum number and the percentage of vote needed to pass a motion; Confidentiality and the founders' agreement with penalties for disclosure; First right of refusal for purchase rights and counter-bids by a founder. Drag-along provisions, or when the majority shareholders force a sale on the other shareholders.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
A board of directors is exposed to a variety of legislated liabilities, fiduciary and other duties. Responsibilities include unpaid wages, unpaid taxes, environmental damage, etc. By subjecting directors to such liabilities and fiduciary, directors are forced to make decisions and establish policies in a way that minimizes risks.
Unissued shares can be issued at any time by the directors using a Form SH01 - Return of Allotment of Shares (Companies Act 2006 § 555) subject to prior authorisation by the shareholders. Transfers of shares in a private company usually occur by private agreement between the seller and the buyer, as they may not be offered to the general public.
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