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B Law 2 Unit 3 Ch 30

Corporate Directors, Officers, and Shareholders

TermDefinition
inside director A person on the board of directors who is also an officer of the corporation.
outside director A person on the board of directors who does not hold a management position at the corporation.
quorum The minimum number of members of a decision-making body that must be present before business may be transacted.
business judgment rule Immunizes corporate directors/officers from liability for decisions that result in corporate losses/damages as long as they took reasonable steps to become informed, had a rational basis for decisions, and did not have a conflict of interest.
proxy In corporate law, a written or electronically transmitted form in which a stockholder authorizes another party to vote the stockholder’s shares in a certain manner.
stock certificate Issued by a corporation evidencing the ownership of a specified number of shares in the corporation.
preemptive rights Entitle shareholders to purchase newly issued shares of a corporation’s stock, equal in percentage to shares already held, before the stock is offered to outside buyers; maintain their proportionate ownership and voice in the corporation.
stock warrant The right to buy a given number of shares of stock at a specified price, usually within a set time period.
shareholder’s derivative suit A suit brought by a shareholder to enforce a corporate course of action against a third person.
watered stock Shares of stock issued by a corporation for which the corporation receives, as payment, less than the stated value of the shares.
Created by: leighg2011