this post was submitted on 12 Aug 2023
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Lawyer here, it is true.
Board of directors and company officers have a fiduciary duty to the stockholders and the corporate entity.
Acts done outside their authority as stated in the articles of corporations are said to be ultra vires. They are absolutely actionable.
When the directors or officers breach the fiduciary duty to shareholders, they are liable under what's called a derivative action, because it is derivative of the contract represented by the stock certificate.