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  2. Berle–Dodd debate - Wikipedia

    en.wikipedia.org/wiki/Berle–Dodd_debate

    After the Wall Street Crash and as the Great Depression unfolded, Berle argued in 1931 in the Harvard Law Review that it was better that there was shareholder control of companies than pure-director control. He originally stated that corporate powers should be used ‘only for the ratable benefit of all the shareholders’ as opposed to being ...

  3. Parliamentary procedure in the corporate world - Wikipedia

    en.wikipedia.org/wiki/Parliamentary_procedure_in...

    State statutes typically do not prescribe a particular parliamentary authority to be used in corporate meetings. For instance, the Davis-Stirling Act, a California statute, provides that certain business meetings "shall be conducted in accordance with a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt."

  4. United States corporate law - Wikipedia

    en.wikipedia.org/wiki/United_States_corporate_law

    Generally speaking, and especially under Delaware law, this remains difficult. Shareholders often have no rights to call meetings unless the constitution allows, [92] and in any case the conduct of meetings is often controlled by directors under a corporation's by-laws. However, under SEC Rule 14a-8, shareholders have a right to put forward ...

  5. Directors' duties - Wikipedia

    en.wikipedia.org/wiki/Directors'_duties

    Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals. Among different jurisdictions, a number of similarities between the framework for directors' duties exist: directors owe duties to the corporation, [1] and not to individual shareholders, [2] employees or creditors outside exceptional ...

  6. Board of directors - Wikipedia

    en.wikipedia.org/wiki/Board_of_directors

    In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting [a] or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee. [31]

  7. Business judgment rule - Wikipedia

    en.wikipedia.org/wiki/Business_judgment_rule

    The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fides regard for the interests of the corporation whose affairs ...

  8. Proxy voting - Wikipedia

    en.wikipedia.org/wiki/Proxy_voting

    These proposed changes are summarized in the circular sent to shareholders prior to the annual meeting. The stock-transfer book is closed at least ten days before the annual meeting to enable the secretary to prepare a list of stockholders and the number of shares held by each. Stock is voted as shown by the stock book when posted.

  9. Shareholder democracy - Wikipedia

    en.wikipedia.org/wiki/Shareholder_democracy

    These directors bear a fiduciary responsibility to the shareholders and must represent the interests of the shareholders (as opposed to the interests of themselves or any third parties) when making decisions. In turn, the board may select the individual executives and officers who operate the company, and they may also act on behalf of the ...