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Roles of the Organs and Officers of an Incorporated Company

Author: Okechukwu Dominic Nwankwo

Publisher: GRIN Verlag

Published: 2016-10-11

Total Pages: 84

ISBN-13: 3668318093

Project Report from the year 2016 in the subject Business economics - Business Management, Corporate Governance, , course: LAW, language: English, abstract: This is a research work on the “roles of the organs and officers of an incorporated company”. In it, the organs are identified as the General Meeting (shareholders), and the Board of Directors, while the officers are identified as the directors, secretary, auditor, legal adviser. The company’s organs take the key critical resolutions cum decisions that sway the company for better or worse. And these resolutions cum decision are implemented through corporate management or governance by the officers of the company. As legal personality, the company has a separate existence from the founders. Yet it is operated by human beings. The company functions through its Memorandum and Articles of Association, which can be altered through resolution passed by the majority of the company members at the General Meeting. Similarly, the company’s performance is also regulated by other statutory law, for example the Companies and Allied Matters Act, otherwise known as CAMA. Most of the company’s officers are appointed by the Board of Directors. However, this is subject to confirmation at the General Meeting. Consequently, as a going concern/business, the company is prosperous when there is a healthy relationship between the organs, and officers, and particularly between the General Meeting (Shareholders), and the Board of Directors. Though the General Meeting works by the resolutions passed by the majority members, yet there are exceptions to this when the court enforces an individual member(s) action against the majority’s decisions. This is an exception to the rule in Foss V Harbottle. The aim is to check fraud and ultra vires activities in the company. To be valid, an officer’s acts shall be done in good faith, diligently, and with care; and the company shall hold the officer liable for such acts. Essentially, the common law held the view that company’s officers owed their services to the company only, and not individual shareholders. However, this position has been rejected by the modern company practice and knowledge. Hence, the roles of the contemporary company officers have been enlarged to embrace serving the company which employees them, the individuals shareholders under relevant circumstances, as well as the generality of the public that benefits or is affected by the activities of the company. Fundamentally, company practices in Nigeria are bedeviled by the apathy of the stakeholders in corporate governances, except when there is a selfis

Guiding Principles on Business and Human Rights

Author: United Nations. Office of the High Commissioner for Human Rights

Publisher:

Published: 2011

Total Pages: 0

ISBN-13: 9789211542011

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"This publication contains the 'Guiding Principles on Business and Human Rights: Implementing the United Nations Protect, Respect and Remedy Framework', which were developed by the Special Representative of the Secretary-General on the issue of human rights and transnational corporations and other business enterprises. The Special Representative annexed the Guiding Principles to his final report to the Human Rights Council (A/HRC/17/31), which also includes an introduction to the Guiding Principles and an overview of the process that led to their development. The Human Rights Council endorsed the Guiding Principles in its resolution 17/4 of 16 June 2011."--P. iv.

The Law of Companies

Author: Thomas B. Courtney

Publisher: Bloomsbury Publishing

Published: 2017-01-11

Total Pages: 3265

ISBN-13: 1784510467

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The fourth edition of the leading company law textbook, provides the most authoritative and comprehensive commentary on Irish company law following the commencement of the Companies Act 2014. The Companies Act 2014 makes the most far-reaching and fundamental changes to Irish company law in two generations, putting forward a radically different approach whereby the private company limited by shares will become the new model company. The structure of the fourth edition of this highly regarded title mirrors this new Act. The Act comprises over 1,448 Parts and represents the modern statement of the law applicable to the formation of companies, administration and management to their winding up and dissolution, incorporating the rights and duties of their officers, members and creditors. The Act commences on 1 June 2015 and introduces significant changes for companies operating in Ireland. This work has been expanded and revised to account for these legislative changes and important case law. As chairperson of the Company Law Review Group, whose recommendations greatly informed the new Act and as a leading practitioner of company law, Tom Courtney has a unique insight to the new legislation, its purpose and interpretation.The fourth edition is virtually a complete re-write and at approximately 2,900 pages it is some 400 pages longer than the last edition. Fully updated to take account of the dozens of judgments from the Irish and UK courts that have been delivered since the previous edition as well as the new statutory provisions, the fourth edition of The Law of Companies is a 'must have' for all practitioners, students and users of Irish company law.

Corporate Duties to the Public

Author: Barnali Choudhury

Publisher: Cambridge University Press

Published: 2019-01-10

Total Pages: 387

ISBN-13: 1108421466

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Today's economic and social context demands that corporations - once seen only as private actors - owe duties to the public.

The Anatomy of Corporate Law

Author: Reinier Kraakman

Publisher: OUP Oxford

Published: 2009-07-23

Total Pages: 578

ISBN-13: 0191582778

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This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

A Treatise on the Law Relating to Private Corporations in Pennsylvania

Author: Frank Marshall Eastman

Publisher:

Published: 1908

Total Pages: 878

ISBN-13:

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Comparative Company Law

Author: Carsten Gerner-Beuerle

Publisher: Oxford University Press

Published: 2019-05-06

Total Pages: 1089

ISBN-13: 0191059072

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Comparative Company Law provides a systematic and coherent exposition of company law across jurisdictions, augmented by extracts taken from key judgments, legislation, and scholarly works. It provides an overview of the legal framework of company law in the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice. The comparative analysis of legal frameworks is firmly grounded in legal history and legal and economic theory and bolstered by numerous extracts (including extracts in translation) that offer the reader an invaluable insight into how the law operates in context. The book is an essential guide to how company law cuts across borders, and how different jurisdictions shape the corporate lifespan from its formation by way of incorporation to its demise (corporate insolvency) and eventual dissolution. In addition, it offers an introduction to the nature of the corporation, the framework of EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, legal capital, piercing the corporate veil, and corporate insolvency and restructuring law.

Democracy and Education

Author: John Dewey

Publisher: Createspace Independent Publishing Platform

Published: 1916

Total Pages: 456

ISBN-13:

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. Renewal of Life by Transmission. The most notable distinction between living and inanimate things is that the former maintain themselves by renewal. A stone when struck resists. If its resistance is greater than the force of the blow struck, it remains outwardly unchanged. Otherwise, it is shattered into smaller bits. Never does the stone attempt to react in such a way that it may maintain itself against the blow, much less so as to render the blow a contributing factor to its own continued action. While the living thing may easily be crushed by superior force, it none the less tries to turn the energies which act upon it into means of its own further existence. If it cannot do so, it does not just split into smaller pieces (at least in the higher forms of life), but loses its identity as a living thing. As long as it endures, it struggles to use surrounding energies in its own behalf. It uses light, air, moisture, and the material of soil. To say that it uses them is to say that it turns them into means of its own conservation. As long as it is growing, the energy it expends in thus turning the environment to account is more than compensated for by the return it gets: it grows. Understanding the word "control" in this sense, it may be said that a living being is one that subjugates and controls for its own continued activity the energies that would otherwise use it up. Life is a self-renewing process through action upon the environment.