This lecture on corporate law explains the roles of directors, officers, and shareholders, and fiduciary duties. It also details the business judgment rule and shareholder rights.
Directors owe a duty of care to make informed decisions, a duty of loyalty to avoid self-dealing, and a duty of good faith. The business judgment rule protects directors from liability for losses if they acted in good faith.
Self-dealing occurs when a director benefits from a transaction with the corporation and must be disclosed and approved. Shareholders can enforce their rights through direct and derivative suits.
Controlling shareholders may owe duties to minority shareholders. Minority shareholders have protections against oppressive actions by controlling shareholders.
The lecture concludes by summarizing key points and offering exam tips.
Law School