Business Law Assignment
Corporate Governance: Examining the Role of Shareholders, Directors and Officers ABC Corp. is a publicly-held corporation incorporated in the state of Delaware and headquartered in Ohio. It manufactures state-of-the-art widgets. ABC does business throughout the United States, where it holds 15% of the national market in these widgets.
ABC is considering making several changes, some major, some minor. According to the rules of corporate governance, certain changes may be made by officers acting on their own; others require input of the Board of Directors, while some changes require a shareholder vote.
Here is the list of issues faced by ABC:
1. The CEO's workload has increased, and she wants to hire a second executive assistant.
2. Because she is working much harder, the CEO wants a 20% salary increase.
3. ABC has no manufacturing plant in Michigan, although it has facilities in other U.S. states, including Texas. The issue is whether to open a plant in Michigan.
4. ABC is also interested in expanding into international markets and is considering opening a plant in Mexico, across the border from its plant in Texas.
5. ABC currently manufactures its widgets in 10 colors. It would like to offer its widgets in two additional new colors.
6. In preparation for future expansion, ABC may need to
increase its authorized stock and
enlarge ABC's existing purpose.
7. The success of ABC has attracted the attention of Micro Widgets Inc. ("MWI"), a larger corporation that manufactures widgets and related products. MWI wants to enter into negotiations to buy out ABC.
Who decides to enter into negotiations with MWI?
Who does MWI negotiate with?
Who decides whether to sell to MWI?
8. ABC thinks that its future may lie in its own expansion, and is considering buying two smaller competitors.
Who makes this decision to purchase?
Are any government filings required?
Paper content
A. Discuss the decision-making and preparation processes of each group - officers, directors, and shareholders. At a minimum, cover shareholders' meetings and directors' meetings: frequency, notice, proxies, quorum, voting, proxy statements, shareholder proposals, Board committees. Discuss officers' authority and right to delegate. These are only examples, there is much more.
B. Discuss which group(s) - officers alone, officers and directors, or officers, directors and shareholders - should, under the rules of corporate governance, address/handle/decide each issue, 1-6 (or 1-8), in the fact pattern on page 1. Give reasons for your decisions.
Format your assignment according to the following formatting requirements:
1. The answer should be typed, double spaced, using Times New Roman font (size 12), with one-inch margins on all sides.
2. The response also includes a cover page containing the title of the assignment, the student's name, the course title, and the date. The cover page is not included in the required page length.
3. Also include a reference page. The Citations and references should follow APA format. The reference page is not included in the required page length.