*The information provided in this post does not constitute legal advice or opinion. The information is for guidance purposes only. Individual situations vary and you should contact us for a consultation. Sacramento Business Lawyers Duties and Obligations of Board Directors.
FN1: Corp. C § 300(a).
Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section 153) or by the outstanding shares (Section 152), or by a less than majority vote of a class or series of preferred shares (Section 402.5), the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.FN2:
Conger, Finegold, & Lawler, Appraising Boardroom Performance,
76 Harv Bus Rev 136, 139 (Jan.–Feb. 1998).FN3:
An Economic Rationale for Judicial Decisionmaking in Corporate Law, 53 Bus Law 681, 694 (1998)