Chapter 23 Corporate Powers and Management

Learning Objectives

After reading this chapter, you should understand the following:

  1. The powers of a corporation to act
  2. The rights of shareholders
  3. The duties, powers, and liability of officers and directors

Power within a corporation is present in many areas. The corporation itself has powers, although with limitations. There is a division of power between shareholders, directors, and officers. Given this division of power, certain duties are owed amongst the parties. We focus this chapter upon these powers and upon the duties owed by shareholders, directors, and officers. In Chapter 24 "Securities Regulation", we will continue discussion of officers’ and directors’ liability within the context of securities regulation and insider trading.