> Roberto Gaetano wrote:
>
> <snip>
>
> > I thought that as CEO he is accountable to his shareholders, not to the
> > Internet Community (not even to speak about the IFWP list).
>
> No, that's what Telage says when he threatens ICANN and the NTIA, but unless
> corporate law is fundamentally different in Virginia (or Delaware) than
> Ontario, any CEO's duties are owed to the corporation itself, not its
> shareholders.
>
> A corporation's affairs are managed by its directors, who also owe their
> duties solely to the corporation itself, not its shareholders. The
> directors may be nominees of shareholders, but if they act in their own
> interests instead of the best interests of the corporation itself, trouble
> follows.
>
> In the normal course, it is difficult to distinguish between the best
> interests of the corporation and those of the shareholders, since financial
> success is what everybody's after, but at the margins it does matter, and
> this situation just might be weird enough to become an example.
>
> Craig,
In this case I believe the distinction is moot since the ability of
shareholders to file derivative suits (in most cases) allows them to *be* the
corporation for these purposes. A very powerful weapon in the hands of the
right attorney.
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