Video: Corporate Directors and Officers

In this lesson, Nick Palazzolo, CPA, dives deep into the roles and responsibilities of corporate directors and officers, laying out their duties and the various principles that govern their actions. He enlightens on how directors must oversee the long-term strategy of a corporation and have the exclusive authority to declare shareholder dividends, underlining the personal liability they might face for unlawful distributions. Nick elaborates on the business judgment rule and the fiduciary obligations owed to the corporation, while also discussing scenarios to differentiate between good faith decisions and negligent acts. The lesson further explores the operational role of corporate officers, their selection and removal process by the board of directors, and the fiduciary duties they share similar to directors. Nick wraps up the lesson by examining the potential for officers to hold dual roles within the corporation, the concept of indemnification, and the encouraged alignment of officer interests with those of shareholders by holding shares in the company. Overall, this lesson provides a comprehensive look at the stewardship and stewardship obligations associated with corporate governance.