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A constituency statute is a term in US corporate law for a rule that requires a board of directors to pay regard to the interests of all corporate stakeholders in their decision making. A constituency statute is intended to give directors of corporations the discretion to balance the interests of stakeholders, rather than have to solely focus ...
The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that a quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the ...
While corporate constitutions typically set out the balance of power between directors, shareholders, employees and other stakeholders, additional duties are owed by members of the board to the corporation as a whole. First, rules can restrain or empower the directors in whose favor they exercise their discretion.
The internal affairs doctrine is a choice of law rule in corporate law.Simply stated, it provides that the "internal affairs" of a corporation (e.g. conflicts between shareholders and management figures such as the board of directors and corporate officers) will be governed by the corporate statutes and case law of the state in which the corporation is incorporated, [1] [2] [3] sometimes ...
Since the board of directors habitually possesses the power to manage the business under a company constitution, a central theme is what mechanisms exist to ensure directors' accountability. UK law is "shareholder friendly" in that shareholders , to the exclusion of employees , typically exercise sole voting rights in the general meeting.
The Supreme Court appeared likely Monday to put a stop to California's practice of collecting the names and addresses of top donors to charities. The case stems from lawsuits by two conservative ...
Dunlavy notes that corporations were originally governed on the basis of the one-vote-per-shareholder rule, similar to an egalitarian democracy. She identifies a change from this original principle to the modern one-vote-per-share rule, which more closely resembles a plutocracy. Dunlavy claims this transition occurred throughout the mid-19th ...
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.