| Corporation Goverernce: Meetings and Voting |
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| Control of a corporation is exercised through its board of directors. Shareholders in turn elect the directors. In addition to straight voting of one vote per share, there are several methods provided by statute or corporate charter for calculating shareholder votes, including cumulative, class, weighted, and supermajority voting. More... |
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| Disclosure of Executive Compensation |
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| While each company decides what its executives are paid, the amounts and types of compensation paid to the top executives of public companies is considered material information that the Securities and Exchange Commission has determined must be disclosed to the public.More... |
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| Contacting Shareholders of Publicly Traded Companies |
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| Publicly traded companies are required to provide a process for contacting their shareholders in certain circumstances. The Securities and Exchange Commission has issued rules requiring companies to provide a way to contact shareholders as part of a solicitation of proxies or shareholder votes in opposition to company proposals or in favor of proposals put forward by shareholders. Companies also are required by the Commission to provide a way to contact shareholders in connection with a tender offer by which the company's shareholders are invited to sell their shares.More... |
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| Significance of Par Value of a Stock |
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| Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.More... |
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| Corporate Criminal Liability |
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| Corporations were not initially held criminally responsible for corporate activities. A corporation was considered to be a legally fictitious entity, incapable of forming the mens rea necessary to commit a criminal act. The Supreme Court ultimately rejected this notion in 1909 in New York Central & Hudson River Railroad v. U.S. A railroad company employee paid rebates to shippers in violation of federal law. The court upheld the corporation's criminal conviction, finding no reason that corporations could not be held "responsible for and charged with the knowledge and purposes of their agents, acting within the authority conferred upon them." The Supreme Court concluded that criminal liability could be imputed to the corporation based on the benefit it received as a result of the criminal acts of its agents. The case and its progeny have essentially imported the doctrine of respondeat superior from tort law into the corporate criminal realm. A corporation may be convicted for its agent's unlawful acts when the agent acted within the scope of his or her actual or apparent authority. Another theory of corporate criminal liability is the "collective knowledge doctrine." As knowledge of criminal activity is often the scienter element of a particular crime, the requisite knowledge can be imputed to the corporation based on the collective knowledge of the directors and officers. More... |
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