bindingthecorporation-wakeforeststudent,facultyand结合公司-威克森林大学的学生，教师和

1、Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 1 of 23,Chapter 8 Actions Binding the Corporation,When is corporation bound Actual authority Apparent authority Inherent authority Ascertaining corporate authority Board: meeting rule Corporate resolution / certificate of corporate secretary Opinion letters,Module III Corporate Form,Citizen of world,Law profession,Corporate practice,Bar exam,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Co

2、rporation,Slide 2 of 23,“The Little Republic” William Blackstone English jurist (172380),Shareholders principals / electorate,Officers executives / bureaucracy (more agents),Board of Directors legislative organ / agents,“Theory of Firm” Michael Jensen US economist (1939-),Agency theory ,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 3 of 23,Allocation of Corporate Powers,Shareholders Elect, remove directors Approve fundamental transactions Amend bylaws, pas

3、s resolutions Board of directors Exercise corporate powers Manage business and affairs Officers Described in bylaws / appointed by board Authority in bylaws or prescribed by board,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 4 of 23,“Andrew, sell my horse Hopalong for $2000“,Agent authority .,Inherent authority,Apparent Authority,Actual Authority (implied),Actual Authority (express),Ratification,“Nice sale, Andrew. Have you found other buyers?”,“Mr. Jones

4、, this is my trusted agent, Andrew, deal with him“,“Andrew, Ive always trusted you. Run the stables for me.“,“I didnt expect him to sell Secretariat. But what the heck, its OK.“,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 5 of 23,Authority of corporate officers ,Lee v. Jenkins Brothers (2d Cir. 1959) Lee was promised a pension by Yardley, president of Jenkins Brothers, when he joined the company. Yardley said: “If you come with us, the company will pay y

5、ou a pension when you reach age 60 of your salary, that is $1500/year.“ Actual authority? Apparent authority? Inherent authority?,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 6 of 23,Ordinary vs. extraordinary ,Judge Lumbard (Second Circuit): Apparent authority depends not only on the nature of the contract involved, but the officer negotiating it, the corporations usual manner of conducting business, the size of the corporation and the number of its stoc

6、kholders, the circumstances that give rise to the contract, the reasonableness of the contract, the amounts involved, and who the contracting third party is In certain instances a given contract may be so important to the welfare of the corporation that outsiders would naturally suppose that only the board of directors could properly handle it. Beyond such “extraordinary” acts, whether or not apparent authority exists is simply a matter of fact.,J. Edward Lumbard,Corporations: A Contemporary App

7、roach,Slide 7 of 23,True or false. Agency law generally can be ascertained by looking at Uniform Code of Agency. The CEO of Products, Inc. is thinking that the company should acquire Widgets Corp. Is Products bound when CEO hires consulting firm to look at widgets market CEO hires law firm to work on deal Agrees with Widgets Corp. on buyout plan,3. Identify which agency principle applies when the Products CEO hired the law firm though the board had told him not to. Actual authority Implied autho

8、rity Apparent authority Ratification 4. True or false? Suppose the board later says, “OK, lets pay the legal bill.” This is ratification, as though actual authority existed from the start.,Pop quiz,1-F / 2-AB / 3-C / 4-T,Chapter 8 Actions Binding the Corporation,Corporations: A Contemporary Approach,Slide 8 of 23,5. Corporate offices and the duties entailed are most likely to be found in The articles of incorporation, which can be amended only with shareholder approval The bylaws, which the boar

9、d can amend The officers employment agreements, which cannot be amended unilaterally 6. True or false? The person who sets the agenda for and conducts board meetings is known as the “board chair.” This person may not also be the CEO.,7. Which statement is false? An agent can create his own authority Third parties can rely on reasonable appearances of corporate authority Third parties sometimes must investigate whether there was board approval 8. In a transaction that is extraordinary, the corporation cannot be bound can be bound only if there is actual authority can be bound if the third party relies on the agents apparent authority,5-B / 6-F / 7-A / 8-B,Chapter 8 Actions Binding the Corporation,Corporations: A Contemporary Approach,Chapter 8 Actions Binding the Corporation,Slide 9 of 23,Menard, Inc v. Dage-MTI, Inc. (Ind 2000),Dage owned tract of land. Its president Sterling negotiated with sophisticated buyer Menard to sell the tract.

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