Governance and Business Ethics (5–15%)
1.1 Corporate/Organizational Governance Principles
The issue of corporate governance is a direct outgrowth of the question of legitimacy. For business to be legitimate and to maintain its legitimacy in the eyes of the public, its governance must correspond to the will of the people.
(a) What Is a Corporation?
(i) The Legal Entity
A corporation is a legal entity and is entitled to protection of the Fourteenth Amendment. In cases of piercing the corporate veil, courts have decided three things:
(ii) Corporate Constitution
The essential elements of a corporate constitution include corporate charter (bylaws), director power and accountability (right to manage), and shareholder rights and duties (approve sale and purchase of ...