Episode Details

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.