corporate agent
An agent authorized to act on behalf of a corporation; broadly, all employees and officers who have the power to bind the corporation. [Cases: Corporations 397–399. C.J.S. Corporations §§ 586–587, 591, 593–596, 598.]
Search Results for: corporate officer
piercing the corporate veil
The judicial act of imposing personal liability on otherwise immune corporate officers, directors, and shareholders for the corporation’s wrongful acts. — Also termed disregarding the corporate entity; veil-piercing. See CORPORATE VEIL. [Cases: Corporations 1.4(1). C.J.S. Corporations §§ 9, 13.]
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corporate authority
corporate authority. 1. The power rightfully wielded by officers of a corporation. [Cases: Corporations 297, 300–303. C.J.S. Corporations §§ 460–461, 469–471.] 2. In some jurisdictions, a municipal officer, esp. one empowered to represent the municipality in certain statutory matters. [Cases: Municipal Corporations 168. C.J.S. Municipal Corporations § 370.]
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de facto officer
de facto officer 事实上的官员 实际担任某一职务，但非依法定方式据有其职位者。 (→de facto corporate officer; de facto public officer)
executive
executive, n. 1. The branch of government responsible for effecting and enforcing laws; the person or persons who constitute this branch. • The executive branch is sometimes said to be the residue of all government after subtracting the judicial and legislative branches. — Sometimes also termed executive department. Cf. LEGISLATURE; JUDICIARY(1). [Cases: Constitutional Law 76–80(4);
fiduciary
fiduciary (fi-d[y]oo-shee-er-ee), n. 1. A person who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes to another the duties of good faith, trust, confidence, and candor (the corporate officer is a fiduciary to the corporation). 2. One who must exercise a
fair dealing
fair dealing, n. 1. The conduct of business with full disclosure, usu. by a corporate officer with the corporation. [Cases: Corporations 314, 316. C.J.S. Corporations §§ 507, 510.] 2. A fiduciary’s transacting of business so that, although the fiduciary might derive a personal benefit, all interested persons are fully apprised of that potential and of
derivative action
derivative action. 1. A suit by a beneficiary of a fiduciary to enforce a right belonging to the fiduciary; esp., a suit asserted by a shareholder on the corporation’s behalf against a third party (usu. a corporate officer) because of the corporation’s failure to take some action against the third party. See Fed. R. Civ.
garner doctrine
Garner doctrine. The rule that allows shareholder plaintiffs in a corporate derivative action to discover confi-dential communications between a corporate officer and the corporation’s attorney. • The Garner doctrine does not apply to attorney work product, and the movant must show good cause. Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970). See DERIVATIVE ACTION(1).
vice president
vice president, n. 1. An officer selected in advance to fill the presidency if the president dies, resigns, is removed from office, or cannot or will not serve. • The Vice President of the United States, who is elected at the same time as the President, serves as presiding officer of the Senate. On the