Business Law (part 49)

Justice is the sum of all moral duty.

William Godwin

Principles of Insurance

(part A)

by

 Charles Lamson

Insurance provides a fund of money when a loss covered by the policy occurs. Life is full of unfavorable financial contingencies. Not every financial peril in life can be shifted by insurance, but many of the most common perils can. Insurance is a contract whereby a party transfers a risk of financial loss to the risk bearer, the insurance company, for a fee.

Every insurance contract specifies the particular risk being transferred. The name that identifies the policy does not control either the coverage or protection of the policy. For example, a particular contract may carry the name "Personal Accident Insurance Policy," but this they may not clearly indicate the risk being assumed by the insurance company. A reading of the contract may reveal that the company will pay only if an accident occurs while the insured is actually attending a public school. In such a case, in spite of the broad title of the policy, the premium paid covers only the described protection against the financial loss due to an accident, not the loss due to any accident. The contract determines the risk covered, and it binds the parties.

Terms Used in Insurance

The company agreeing to compensate a person for a certain loss is known as the insurer, or sometimes as the underwriter. The person protected against the loss is known as the insured, or the policy holder. In life insurance the person who will receive the benefits or the proceeds of the policy is known as the beneficiary. In most states the insured may make anyone the beneficiary.

Whenever a person purchases any kind of insurance, a contract is formed with the insurance company. The written contract is commonly called a policy. The maximum amount that the insurer agrees to pay in case of a loss is known as the face of the policy, and the consideration the insured pays for the protection is called the premium.

The danger of a loss of, or injury to, property, life, or anything else, is called a risk or peril; when the danger may be covered by insurance, it is known as the insurable risk. Factors such as fire, floods, and sleet, which contribute to the uncertainty, are called a hazards.

An insurance company assumes the risks caused by normal hazards. The insured must not do anything to increase the risk. Negligence by the insured constitutes a normal hazard. Gross negligence indicating a criminal intent does not. With regard to the risk, when a loss occurs, the insured must use all due diligence to minimize it. However, the insured has no responsibility for an increased risk over which the insured has no control or knowledge. For example, the insured must remove household effects from a burning building or keep a car involved in an accident from being vandalized if it can be done safely.

A rider on an insurance policy is a clause or even a whole contract added to another contract to modify, extend, or limit the base contract. A rider must be clearly Incorporated in, attached to, or referred to in the policy so that there is no doubt the parties wanted it to become a part of the policy. 

Frequently an individual needs insurance coverage immediately, or before an insurer can issue a formal policy. Insurance agents customarily have the authority to issue a binder, or a temporary contract of insurance, until the company investigates the risk and issues a formal policy.

Types of Insurance Companies

There are two major types of insurance companies:

1. Stock companies
2. Mutual companies

Stock Companies

A stock insurance company is a corporation for which the original investment was made by stockholders and whose board of directors conducts its business. As in all other corporations, the stockholders elect the board of directors and receive the profits as dividends. Unlike other corporations, insurance companies must place a major portion of their original capital in a reserve account so claims can be paid. As business volume increases, companies must increase the reserve by setting aside part of the premiums into this account.

Mutual Companies

In a mutual insurance company the policyholders are the members and owners and correspond to the stockholders in a stock company. In these companies the policyholders are both the insurer and the insured, but the corporation constitutes a separate legal entity. A person who purchases a $10,000 fire insurance policy and a mutual company that has 10 million dollars of insurance in force 1/1000 of the company and is entitled to share the profits in this ratio. Losses may also have to be shared in the same ratio in an assessment mutual company. A policyholder is not subject to assessment where the policy makes no provision for it. In a stock company, policyholders never share the losses.

Who May Be Insured

To contract for a policy of insurance, an individual must be competent to contract. Insurance does not constitute a necessary thus, a minor who wishes to disaffirm (repudiate; declare void) is not bound on insurance contracts. A minor who disaffirms a contract may demand the return of any money. Since insurance contracts provide protection only, this cannot be returned. Some states hold that because of this a minor can demand only the unearned premium for the unexpired portion of the policy. A few states have passed laws preventing minors from disaffirming some insurance contracts by reason of minority.

To become a policyholder, one must have an insurable interest. An insurable interest means that the policyholder has an interest in the nonoccurrence of the risk insured against, usually because there would be financial loss. The insurance contract is in its entirety an agreement to assume a specified risk. If the insured has no interest to protect, there can be no assumption of risk, and hence no insurance. The law covering insurable interest is different for life insurance and for property insurance.

Life Insurance

The insured has an insurable interest in his or her life. When people ensure another's life, however, and make themselves or someone else the beneficiary, they must have an insurable interest in the life of the insured at the time the policy is taken out. That interest normally does not need to exist at the time of the death of the insured. However, if a court finds that there is no longer an insurable interest, and that the interest of the beneficiary is adverse to that of the insured, the policy could be invalidated.

A person who has an insurable interest in the life of another when such a relationship exists between them that a reasonable expectation of benefit will be derived from the continued existence of the other person. The relationships most frequently giving rise to an insurable interest are those between partners and children, husband and wife, partner and copartner, and a creditor in the life of the debtor to the extent of the debt. There are numerous other relationships that give rise to an insurable interest. With the exception of a creditor, if the insurable interest exists, the amount of insurance is irrelevant.

Property Insurance

One must have an insurable interest in the property at the time the policy is issued and at the time of loss to be able to collect on a property insurance policy. Ownership is, of course, the clearest type of insurable interest, but there are many other types of insurable interest. Insurable interest occurs when the insured would suffer a monetary loss by the destruction of the property. Common types of insurable Interest other than ownership include:

1. The mortgage has an insurable interest in the property mortgaged to the extent of the mortgage.
2. The seller has an insurable interest in property sold on the installment plan when the seller retains a security interest in it as security for the unpaid purchase price.
3. A bailee has an insurable interest in the property bailed to the extent of possible loss. The bailee has a potential loss from two sources. Compensation as provided for in the contract of bailment might be lost. Secondly, the bailee may be held legally liable to the owner if the bailee's negligence or the negligence of the bailee's employees causes the loss.
4. A partner has an insurable interest in the property owned by the firm to the extent of the possible loss.
5. A tenant has an insurable interest in property to the extent of the loss that would be suffered by damage to or destruction of the property.

A changing title or possession of the insured property may destroy the insurable interest which in turn may void the contract, because insurable interest must exist at the time of the loss. 

*SOURCE: LAW FOR BUSINESS, 15TH ED., 2005, JANET E. ASHCROFT, J.D., PGS. 446-450*

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Business Law (part 48)

"Charity is no substitute for justice withheld."

-Saint Augustine

Management and Dissolution of a Corporation
(part B)

by

 Charles Lamson

 Rights of Stockholders

The stockholders of a corporation enjoy several important rights and privileges.

1. A stockholder has the right to receive a properly executed certificate as evidence of ownership of shares of stock.
2. A stockholder has the right to attend corporate meetings and to vote unless this right is denied by express agreement, the articles of incorporation, or statutory provisions.
3. A stockholder has the right to receive a proportionate share of the profits when profits are distributed as dividends.
4. A stockholder has the right to sell and transfer shares of stock.
5. A stockholder has the right, when the corporation issues new stock, to subscribe for new shares in proportion to the shares the stockholder owns. For example, a stockholder who owns 10 percent of the original capital stock has a right to buy 10 percent of the shares added to the stock. If this were not true, stockholders could be deprived of their proportionate share in the accumulated surplus out of the company. This is known as a preemptive right. Only stockholders have the right to vote to increase the capital stock.
6. A stockholder has the right to inspect the corporate books and to have the corporate books inspected by an attorney or an accountant. This is not absolute, since most states have laws restricting the right. These laws tend to be drawn to protect the corporation from indiscriminate inspection, not to hamper a stockholder who has a proper purpose for the inspection.
7. A stockholder has the right, when the corporation is dissolved, to share pro rata (proportional."as the dollar has fallen, costs have risen on a pro rata basis") in the assets that remain after all the obligations of the company have been paid. In the case of certain preferred stock, the shareholders may have a preference in the distribution of the corporate assets upon liquidation.

Directors

A board of directors elected by the stockholders manages every corporation. Laws normally require every board to consist of at least three members; but if the number exceeds three, the articles of incorporation and the by-laws of the corporation fix the number, together with qualifications and manner of election. 

The directors, unlike the stockholders, can not vote by proxy, nor can they make corporate decisions as individual directors. All decisions must be made collectively and in a called meeting of the board.

The functions of the directors can be classified as:

1. Powers
2. Duties

Powers

Law, the articles of incorporation, and the bylaws limit the powers of the board of directors. The directors have the power to manage and direct the corporation. They may do any legal act reasonably necessary to achieve the purpose of the corporation so long as this power is not expressly limited. They may elect and appoint officers and agents to ask for the corporation, or they may delegate authority to any number of its members so too so act. If I director of pains knowledge of something while acting in the course of employment and in the scope of authority with the corporation, the corporation is charged with this knowledge.

Duties

The directors have the duty of establishing policies that will achieve the purpose of the corporation, selecting executives to carry out these policies and supervising these executives to see that they efficiently execute the policies. They must act in person in exercising all discretionary power. The directors may delegate ministerial and routine duties to subagents, but the duty of determining all major corporate policies, except those reserved to the stockholders, must be assumed by the board of directors.

Officers

In addition to selecting and removing the officers of a corporation, the board of directors authorizes them to act on behalf of the corporation in carrying out the board's policies. As agents of the corporation, the principles of agency apply to the officers relationship with the cooperation and define many of their rights and obligations. 

Some statutes may specify a few of the officers that corporations must have. The corporation's bylaws will specify what additional officers the corporation must have and the duties of each officer. A corporation commonly has a president, vice president, secretary, and treasurer. In small corporations, some of these officers may be combined. Additional officers may be assistant secretaries or treasurers, additional vice presidents, and the chief executive officer (CEO). The CEO is frequently the president of the chairman of the board of directors. The board of directors creates or delete some positions.

Liabilities of Directors and Officers

While directors and officers of all corporations have potential liability for actions taken as a result of their position with the corporation, directors and officers of publicly held corporations are subject to additional potential liabilities. This is because such individuals have a responsibility to perhaps hundreds of thousands of investors, both small and large. If the actions of directors or officers leads to the financial collapse of huge corporations, there can be a serious impact on enormous numbers of people. The responsibility for protecting investors in publicly held corporations has led to laws providing serious penalties for officers, directors, and even employees or those under contract with corporations who misuse corporate funds or mislead the public about the financial condition of the corporation. The most recent legislation is the Sarbanes-Oxley act. Directors and officers of a corporation face the potential of personal liability for actions taken on behalf of the corporation as well as actions taken for personal gain. They can be liable if the corporation suffers losses or simply if the action is wrongful.

Director Liability

Corporate Losses. As fiduciaries of the corporation, directors incur liability for losses when they are caused by bad faith and by negligence. They do not incur liability for losses when they act with due diligence and reasonably sound judgment. Directors make countless errors of judgment annually in operating a complex business organization. Only when losses are caused by errors resulting from a negligence or a breach of good faith can a director be held personally liable. 

The test of whether the directors failed to exercise due care depends upon whether they exercised the care that a reasonably prudent person would have exercised under the circumstances. If they did that, they were not negligent and do not incur liability for the loss that follows.

The test of whether directors acted in bad faith is whether they acted in a way that conflicted with the interest of the corporation. The corporate directors have a duty of loyalty to the corporation similar to the duty of loyalty an agent has to a principal, or a partner has to the partnership and the other partners.

Wrongful Actions. Directors may be held liable for some act without evidence of negligence or bad faith, either because the act is illegal or bad faith is presumed. Paying dividends out of capital and ultra vires acts (acting or done beyond one's legal power or authority) constitute illegal acts. Loaning corporate funds to officers and directors constitutes an act to which the court will impute bad faith.

The members of the board of directors incur civil and criminal liability for their corporate actions. This means a director does not get any immunity or protection from the legal consequences of actions taken. Because of this, individual directors who do not agree with actions taken by the other directors must be careful to protect themselves by having the minutes of the meeting of the directors show that they dissented from the action. Otherwise stated, every director present at a board meeting is conclusively presumed to have assented to the action taken unless the director takes positive action to overcome this presumption. If the directors present who descent have a record of their dissent entered in the minutes of the meeting, then they cannot be held liable for the acts of the majority.

Officer Liability

A corporate officer or agent who commits a tort or crime incurs personal liability even when the act was done for the corporation in a corporate capacity. In this case, both the corporation and the individual could be jointly liable. Only personal liability is imposed when the acts are detrimental to the corporation and outside the scope of the officer's authority. Thus, an officer has liability when actions are improper or unjustified such as when based on spite toward the injured party. Federal law even imposes liability on officers and agents for aiding and abetting lower-ranking employees in the commission of crimes. Specific statutes may impose liability on officers if they have a duty to ensure violations do not occur and to seek out and remedy violations that do occur. Corporate officers and agents are not personally liable for acts in which they do not participate, authorize, consent to, or direct.

Sarbanes-Oxley. The financial collapse of corporations such as Enron and Worldcom led to the demand for stronger federal laws imposing liability on corporate officers and directors. The Sarbanes-Oxley act does so by requiring greater financial disclosure and by putting the responsibility for that disclosure on the CEOs and Chief Financial Officers (CFOs) of corporations. It also requires attorneys and accountants to report evidence of certain law violations to the corporation's chief in-house lawyer or CEO. If they do not respond appropriately, the matter must be reported to the corporation's board of directors or audit board.

The law penalizes individuals who alter, destroy, or conceal records to obstruct an investigation and increases the penalties for certifying reports that do not comply with legal requirements.

The law also makes protection for informants stronger. People who expose wrongdoing in an organization are called whistleblowers. Often corporate whistleblowers may face loss of their jobs. Sarbanes-Oxley penalizes anyone who takes action harmful to a person who truthfully reports information about the commission or possible commission of a federal crime to a law enforcement officer.

Corporate Combinations

When two corporations wish to combine, they frequently do so by means of a merger or a consolidation. A merger of two corporations occurs when they combine so that one survives and the other ceases to exist. One absorbs the other. A consolidation occurs when two corporations combine to form a new corporation. Both of the two previous corporations disappear.

It has become a rather common practice recently for a corporation to try to take over another corporation. The acquiring corporation can do this by making a formal tender offer, an offer to buy stock in the target corporation at a set price. Since attempts at takeovers usually cause the price of the stock of the target company to rise, the acquiring corporation may try to obtain the amount of stock it wants in its target through the purchase of large blocks of the target stock. The purchase of a large amount of stock cannot be kept quiet for long, however, because the Securities Exchange Act requires any person who acquires 5 percent of any class of stock to file a schedule reporting the acquisition within 10 days.

Dissolution

A corporation may terminate its existence by paying all its debts, distributing all remaining assets to the stockholders, and surrendering its articles of incorporation. The collaboration then ceases to exist and completes its dissolution. This action may be voluntary on the part of the stockholders, or it may be involuntary by action of the court or state. The state may ask for dissolution for any one of the following reasons:

1. Forfeiture or abuse of the corporate charter
2. Violation of the state laws
3. Fraud in the procurement of the charter
4. In some states, failure to pay a specified taxes for a specified number of years

A foreign corporation that has been granted authority to do business in a state may have its authority revoked for similar reasons.

When a corporation dissolves, its existence is terminated for all purposes except to wind up its business. It cannot sue, transfer property, or form contracts except for the purpose of converting its assets into cash and distributing the cash to creditors and stockholders. Similarly, a foreign corporation whose authority to do business in the state has been revoked may not sue, transfer property, or form contracts until this authority has been reinstated.

In the event that assets cannot cover the corporation's debt, the stockholders do not incur personal liability. This is one of the chief advantages to business owners of a corporation over a sole proprietorship or partnership. It is an advantage from the stockholders' standpoint, but a disadvantage from the creditors standpoint. 

INTERNET RESOURCES FOR BUSINESS LAW

Name	Resources	Web Address
Business and General Forms	The 'Lectric Law Library's business forms include a variety of sample partnership and corporation documents.	lectlaw.com/formb.htm
U.S. Chamber of Commerce	The U.S. Chamber of Commerce provides news, information, services, and products to assist small business owners.	uschamber.org
CNNfn: The Financial Network	CNNfn: Turner Broadcasting's financial news compliment to CNN, provides reports on mergers and takeovers. CNNfn is interactive, allowing visitors to ask the experts or respond to the day's program.	money.cnn.com

*SOURCE: LAW FOR BUSINESS, 15TH ED., 2015, JANET E. ASHCROFT, J.D., PGS. 434-439, 441*

end

Name

Resources

Web Address 

Business and General Forms

The 'Lectric Law Library's business forms include a variety of sample partnership and corporation documents.

lectlaw.com/formb.htm

U.S. Chamber of Commerce

The U.S. Chamber of Commerce provides news, information, services, and products to assist small business owners.

uschamber.org

CNNfn: The Financial Network

CNNfn: Turner Broadcasting's financial news compliment to CNN, provides reports on mergers and takeovers. CNNfn is interactive, allowing visitors to ask the experts or respond to the day's program.

money.cnn.com 

Name

Resources

Web Address 

Business and General Forms

The 'Lectric Law Library's business forms include a variety of sample partnership and corporation documents.

lectlaw.com/formb.htm

U.S. Chamber of Commerce

The U.S. Chamber of Commerce provides news, information, services, and products to assist small business owners.

uschamber.org

CNNfn: The Financial Network

CNNfn: Turner Broadcasting's financial news compliment to CNN, provides reports on mergers and takeovers. CNNfn is interactive, allowing visitors to ask the experts or respond to the day's program.

money.cnn.com 

3/27/2020 Weekly News Roundup Political Roundtable Discussion (the podcast)

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Lamsonacare - Conclusion of Managing for Competitive Advantage: A Marxis...

MANAGING FOR COMPETITIVE ADAVANTAGE: A MARXIST PERSPECTIVE (CONCLUSION - THE PODCAST))

1ST HALF: DAS KAPITAL WITH KARL MARX 2ND HALF: CONTEMPORARY CONTEMPORARY TIPS AND STRATEGIES MAXIMIZING COMPETITIVE ADVANTAGE (click here)

Business Law (part 47)

"Justice in the life and conduct of the State is possible only as first it resides in the hearts and souls of the citizens."

Plato

Management and Dissolution of a Corporation (part A)

by

 Charles Lamson

An artificial being, existing only in contemplation of law, a corporation can perform business transactions only through actual persons, acting as agents. The directors as a group act as both fiduciaries and agents. To the corporation, they are trustees and have responsibility for breaches of trust. To third parties, directors as a group constitute agents of the corporation.

The board of directors selects the chief agents of the corporation, such as the president, the vice president, the treasurer, and other officers, who perform the managerial functions. The board of directors is primarily a policy-making body. The chief executives in turn appoint subagents for all the administrative functions of the corporation. These subagents constitute agents of the corporation, however, not of the appointing executives.

The directors and officers manage the corporation. Since the stockholders elect the board of directors, they indirectly control it. However, neither the individual directors nor a stockholder, merely by reason of membership in the corporation, can act as an agent or exercise any managerial function.

Even a stockholder who owns 49 percent of the common stock of a corporation has no more right to work or take a direct part in running the corporation than another stockholder or even a stranger would have. In contrast, a person who owns even 1 percent of a partnership has just as much right to work for the partnership and to participate in its management as any other partner. 

Stockholders' Meetings

In order to make the will of the majority binding, the stockholders must act at a duly convened and properly conducted stockholders' meeting.

A corporation usually holds the regular meeting such as its annual meeting at the place and time specified in the articles of incorporation or in the bylaws; notice of the meeting is ordinarily not required (see Illustration 1). The directors of the corporation or, in some instances, a particular officer or a specified number of stockholders, may call a special meeting. The corporation must give notice specifying the subject to be discussed for a special meeting.

ILLUSTRATION 1 Notice of a Shareholders' Meeting

Meetings of the stockholders theoretically act as a check upon the board of directors. Corporations must have one annually. If the directors do not carry out the will of the stockholders, they can elect a new board that will carry out the stockholders' wishes. In the absence of fraud or bad faith on the part of the directors, this procedure constitutes the only legal means by which the investors can exercise any control over their investment. 

Quorum

A stockholders' meeting, in order to be valid, requires the presence of a quorum, or a minimum number of shares that must be represented in order that business may be lawfully transacted. At common law a quorum consisted of the stockholders actually assembled at a properly convened meeting. Majority of the votes cast by those present express the will of the stockholders. Statutes, bylaws, or other articles of incorporation now ordinarily require that a majority of the outstanding stock be represented at the stockholders meeting in order to constitute a quorum. This representation may be either in person or by proxy.

Voting

The right of a stockholder to vote is the most important right, because only in this way can the stockholder exercise any control over investment in the corporation. Only stockholders shown by the stockholders record book have a right to vote. A person who purchases stock from an individual does not have the right to vote until the corporation makes the transfer on its books. Subscribers who have not fully paid for their stock, as a rule, may not vote. State corporation laws control the right to vote. Voting and nonvoting common stock may be issued if the law permits. 

Two major classes of elections are held during stockholders' meetings in which the stockholders vote. They include the annual election of directors and the elections to approve or disapprove some corporate acts that only the stockholders can authorize. Examples of some of some of these acts are consolidating with another corporation, dissolving, increasing the capital stock, and changing the number of directors.

Giving Minority Stockholders a Voice. Each stockholder normally has one vote for each share of common stock owned. In the election of a board of directors, the candidates receiving a majority of the votes of stock actually voting win. In corporations with 500,000 stockholders, control of 10 percent of the stock often suffices to control the election. In all cases the owners of 51 percent of the stock can elect all the directors. This leaves the minority stockholders without any representation on the board of directors. To alleviate the situation, two legal devices exist that may give the minority stockholders a voice, but not a controlling voice, on the board of directors. These devices are:

1. Cumulative voting
2. Voting trusts

Some state statutes provide that in the election of directors, a stockholder may cast as many votes in the aggregate equal to the number of shares owned multiplied by the number of directors to be elected. This method of voting is called cumulative voting. Thus, if a stockholder owns 10 shares and 10 directors are to be elected, 100 votes may be cast. All 100 votes may be cast for one director. As a result, under this plan of voting the minority stockholders may have some representation on the board of directors, although still a minority.

Under a voting trust, stockholders give up their voting privileges by transferring their stock to a trustee and receiving in return voting trust certificates. This is not primarily a device to give the minority stockholders a voice on the board of directors but it does do that, and often in large corporations it gives them a controlling voice. Twenty percent of the stock always voted as a unit has more effect than individual voting. State laws frequently imposed limitations on voting trust, as by limiting the number of years that they may run.

Absentee Voting. Under the common law only stockholders who were present in person were permitted to vote. Under the statutory law, the articles of incorporation, or the bylaws, stockholders who do not wish to attend the meeting and vote in person may authorize another to vote their stock for them. The person authorized to vote for another is known as a proxy. The written authorization to vote is also called a proxy (see Illustration 2). Corporations send proxy forms to shareholders; the law does not require any special form for proxy.

ILLUSTRATION 2 Proxy

As a rule, a stockholder may revoke a proxy at any time. If a stockholder should sign more than one proxy for the same stockholders' meeting, the proxy having the later date would be effective. A proxy may be good in some states for only a limited period of time. If the stockholder attends the stockholders' meeting in person, this acts as a revocation of the proxy. 

The management of a corporation may legally solicit proxies for candidates selected by the board of directors. However, the incumbent board must disclose the proposals fairly by disclosing all material facts. A fact is material if there is a substantial likelihood a reasonable shareholder would find it important in deciding how to vote. Proxy secured by means of misleading or fraudulent representations to stockholders will be disqualified.

Proxy Wars

Shareholders dissatisfied with the policies of the present board of directors can try to elect a new board. Electing a new board is often a difficult or impossible task. If one or even several people own a majority of the voting stock, the objecting stockholders cannot obtain a majority of the voting stock to ensure success. If the voting stock is widely held and no group owns a majority of the voting stock, then the objecting stockholders at least have a chance to elect a new board. To do this, this dissatisfied group must control the majority of the stock represented at a stockholders meeting. To ensure success, the leaders of the group will obtain proxies from stockholders and cannot attend the stockholders meeting in person. The current board members will also attempt to secure proxies. This is known as a proxy war. The present board of directors may in most instances pay the cost of the solicitation from corporate funds. The "outsiders" generally must bear the cost of the proxy war out of their personal funds. If there are 1 million shareholders, the cost of soliciting their proxies is enormous. For this reason proxy wars seldom happened.

*SOURCE: LAW FOR BUSINESS, 15TH ED., 2005, JANET E. ASHCROFT, J.D., PGS. 429-434*

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