Business Law Ch 22

Front 1

shareholders

Back 1

the residual claiments to the assets of the corperation and elect the directors

Front 2

directors

Back 2

responsible for managing or supervising the managment of the business of the corperation and its internal affairs

Front 3

officers

Back 3

appointed by the directors of a corperation and excercise managment powers deligated to them by the directors

Front 4

fiduciary duty

Back 4

the duty of officers and directors to act honestly and in good faith with a view to the best interests of the corperation

Front 5

duty of care

Back 5

requires every director and officer to excercise the care, dilegence, and skill that a reasonably prudent person would excercise in comparible circumstances

Front 6

shareholders

Back 6

the residual claiments to the assets of the corperation and elect the directors

Front 7

directors

Back 7

responsible for managing or supervising the managment of the business of the corperation and its internal affairs

Front 8

officers

Back 8

appointed by the directors of a corperation and excercise managment powers deligated to them by the directors

Front 9

fiduciary duty

Back 9

the duty of officers and directors to act honestly and in good faith with a view to the best interests of the corperation

Front 10

duty of care

Back 10

requires every director and officer to excercise the care, dilegence, and skill that a reasonably prudent person would excercise in comparible circumstances

Front 11

public corperations

Back 11

have issued their shares to the public

Front 12

business judgment rule

Back 12

a presumption that, in making business decisions, directors and officers are not in breach of their duty in the absencs of fraud, illegality, or conflict of interest

Front 13

annual meeting

Back 13

shareholders elect directors, appoint an auditor, and review the annual financial statements

Front 14

proxy or proxy holder

Back 14

a person designated by a shareholder to vote at the shareholders meeting

Front 15

managment proxy circular

Back 15

a document sent to the shareholders that contains managment proposals and other information related to shareholders meetings

Front 16

dissedent shareholders

Back 16

dissagree with managment proposals and seek to solicit the votes of their fellow shareholders to defeat managment

Front 17

dissedents circular

Back 17

a document sent to all shareholders by any shareholder who seeks the votes of other shareholders against managment

Front 18

unanimous shareholders agreement

Back 18

an agreement of all shareholders to transfer some or all of the directors powers to themselves

Front 19

right of first refusal

Back 19

the right for shareholders to be offered shares that a shareholder wants to sell first before they are offered to non-shareholders

Front 20

shotgun buy-sell

Back 20

a share transfer mechanism that forces one shareholder to buy out the other

Front 21

derivative action

Back 21

an action commenced by a shareholder on behalf of a corperation to seek relief for a wrong done to the corperation

Front 22

dissent and appraisal right

Back 22

entitles shareholders who dissent from certain fundamental changes to have the corperation buy their shares

Front 23

oppression remedy

Back 23

allows a shareholder to claim compensation for a loss that was caused by an act or omission by the corperation or its directors, which oppresses the interests of the sharholders

Front 24

liquidation and dissolution, or winding up

Back 24

the corperations assets are sold, its creditors paid off the remaining money distributed to the shareholders, and the corperations existence terminated

Front 25

agent

Back 25

a person who is authorized to act on behalf of the corperation

Front 26

actual authority

Back 26

authority that is actually given to an agent by a corperation

Front 27

apparent or ostensible authority

Back 27

created by a representaion on behalf of the corperation that and agent has authority to bind the corperation

Front 28

indoor managment rule

Back 28

states that a corperation cannot rely on certain kinds of defects in the authority of an agent who purports to act on its behalf in entering into a contract with a third party

Front 29

absolute liability

Back 29

offence occurs upon the commision of an act prohibited by law

Front 30

strict liability

Back 30

offence occurs upon the commision of an act prohibited by law unless the acused acted reasonably in the circumstances

Front 31

directing mind

Back 31

the person who has responsibility to manage the business of the corperation in the area in which the offence occured

Front 32

men rea

Back 32

offence arises upon the commision of an act prohibbited by law by a person who had some degree of knowledge or intention

Front 33

indemnity

Back 33

compensation paid by a corperation to a director or officer for costs incurred in connection with performing their duties