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A corporation's board of directors are not agents of a corporation while corporate officers are. Although individual directors resemble agents in the sense that they owe a fiduciary duty of loyalty to the entity they serve, the distinguishing difference is that they are generally not subject to another's control, are elected by stockholders for set terms and are entitled to use their own business judgment in managing the corporation's affairs. See Restatement (Second) of Agency § 14C.

As noted in Restatement (Third) of Agency § 1.01 cmt. f(2), directors' powers originate as the legal consequence of their election and are not conferred or delegated by shareholders.

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13y ago
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6mo ago

The agency relationship between directors of a public limited company and the shareholders is that the directors act as agents of the shareholders. The directors are entrusted with managing and making decisions on behalf of the company, with the aim of maximizing shareholder value. They have a fiduciary duty to act in the best interests of the shareholders and are accountable to them for their actions and decisions.

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Q: What is the agency relationship between directors of public ltd company and the shareholders?
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