This compendium accompanies a course of study in shareholder rights under corporate law. Stockholders have three core rights: vote, sue, and sell. Stockholders can vote for new management if the current administration is not maximizing stockholder interests. Stockholders can sue managers for violating certain fiduciary duties. And stockholders can sell their stock to someone else if they believe that their money could be better invested elsewhere. These three rights are meant to discipline management, who does not want to be fired, sued, or deprived of capital. Accordingly, this compendium has three modules.Module One deals with corporate governance as it relates to stockholder voting rights.

This includes the basics of stockholder voting, stockholder voting rights in fundamental transactions, stockholder rights to initiate corporate action, board responses to stockholder initiatives, stockholder information rights, and public stockholder activism. Module Two deals with the fiduciary duties that directors and officers owe to stockholders and stockholders' rights to sue to when these duties are breached. This includes director's substantive duties of care, oversight, and loyalty, and the procedural effectuation of those duties. These duties make directors liable to the corporation or its stockholders when the board does not act with sufficient process, where it fail to set up compliance monitoring systems, or where directors have a conflict of interest. While director liability is limited by the business judgment rule, exculpation, indemnification, and insurance, stockholders can sue or cause the corporation to sue directors for violation of these duties in direct or derivative actions.Module three deals with stock markets and the rights of stockholder to sell their shares. This includes a basic overview of securities regulations, securities markets, fraud, and insider trading. This module is mainly about public stock markets, but also alludes to private stock transactions.