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Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
Common stock or shares of stock can be classified as authorized, issued, or outstanding: Authorized stock is the max amount of shares that a company can issue. Generally, a company will not issue 100% of the authorized stock, so issued stock will be less than the authorized amount.
16-10a-601 Authorized shares. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by this section and Section 16-10a-602.
Authorized stock, or authorized shares, refers to the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation in the U.S., or in the company's charter in other parts of the world.