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Philosophy of Corporate Law

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Legal Personality of Corporations

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The concept that a corporation is a legal entity that exists separately from its shareholders and has some of the rights and responsibilities that an individual possesses. For example, corporations can enter contracts, loan and borrow money, sue and be sued, and own assets.

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Limited Liability

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A legal principle that limits the personal financial responsibility of shareholders for the debts and actions of a corporation to their investment in the corporation. For example, if a company goes bankrupt, shareholders are not personally liable for the company's debts beyond their share value.

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Corporate Governance

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The system of rules, practices, and processes by which a company is directed and controlled. Corporate governance involves balancing the interests of a company's many stakeholders, such as shareholders, management, customers, suppliers, financiers, government, and the community.

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Fiduciary Duties

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Obligations that corporate directors and officers have to act in the best interest of the corporation and its shareholders. This includes duties of care and loyalty, requiring executives to make informed decisions and avoid conflicts of interest.

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Derivative Suit

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A legal action brought by shareholders in the name of the corporation to redress harms done to the corporation that the company's management has failed to address. For example, shareholders might sue a company's directors for making decisions that benefited themselves at the expense of the company.

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Insider Trading

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The illegal practice of trading on the stock exchange to one's own advantage through having access to confidential information. For example, if an executive buys or sells stock in their own company based on material, non-public information, it's considered insider trading.

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Piercing the Corporate Veil

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A legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders or directors, typically done in cases where the corporation is a facade for illegal activities. For example, when a company is used to commit fraud, courts may allow creditors to go after the personal assets of the shareholders or directors.

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Corporate Social Responsibility (CSR)

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A self-regulating business model that helps a company be socially accountable—to itself, its stakeholders, and the public. For example, a company adopting CSR practices might focus on reducing its carbon footprint, improving labor policies, and engaging in fair trade.

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Business Judgment Rule

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A presumption that in making business decisions, corporate directors and officers are acting with due care and in the best interests of the company. The rule shields executives from liability for honest mistakes, so long as they are not negligent, fraudulent, or in breach of their fiduciary duties.

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Stakeholder Theory

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A theory of organizational management that asserts that a corporation should serve the interests of all its stakeholders, not just its shareholders. Stakeholders include employees, customers, suppliers, and the community, among others. For example, a company might take into account employees' interests by providing better work conditions, even if it reduces short-term profits.

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