The legal obligation of directors and officers to act in the best interests of the company and its shareholders — chiefly the duties of care and loyalty.
The governing contract of a limited liability company — setting out members' rights, management, distributions, and transfers.
A committee of independent directors formed to negotiate and approve a conflicted transaction at arm's length from the interested party.
A contract binding shareholders to vote their shares in a specified way — commonly to elect directors or support a transaction.
A schedule under which a founder earns ownership of their shares over time, with unvested shares subject to repurchase if they leave early.
A shareholder's statutory right to refuse a merger price and have a court determine the fair value of their shares instead.