/>iIn yesterday's post, I posited that Delaware does and doesn't define "officer". For the proposition that Delaware defines the term, I cited Delaware's deemed consent statute - 10 Del. Code § 3114. That statute, however, only appears to furnish a definition:
As used in this section, the word “officer” means an officer of the corporation who:
(1) Is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful;
(2) Is or was identified in the corporation's public filings with the United States Securities and Exchange Commission because such person is or was 1 of the most highly compensated executive officers of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful; or
(3) Has, by written agreement with the corporation, consented to be identified as an officer for purposes of this section.
However, the statement that an "officer" means an "officer" is no definition at all and begs the question of what exactly makes someone an "officer". It is akin to stating that a "banana" means a "banana". While it is true clauses (1) -(3) provide some additional information, these are in fact limiting the term "officer".
There are many ways to define a term. For example, an intensional definition lays down all of the properties required to meet that definition. For example, Corporations Code Section 185 provides that "Shareholder" means "one who is a holder of record of shares." That is, the necessary and sufficient condition for belonging to the set of "shareholders" is that one be a holder of record of shares. Other definitions are "extensional". These definitions operate by listing everything within the term being defined. For example, Corporations Code Section 25013 provides that "person" means "an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust, an unincorporated organization, a government, or a political subdivision of a government." Finally, some definitions are apophatic, which defines something by telling you what it is not. Thus, for example, Corporations Code Section 176 doesn't tell you what "preferred shares" are nor does it provide a listing of things that are preferred shares. Rather, the statute tells you only that preferred shares are "shares other than common shares".
Tags: California Corporations Code, Corporate Governance, Delaware, Delaware law
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