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Corporate Opportunities
The ''corporate opportunity'' doctrine is the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation. The corporate opportunity doctrine is one application of the fiduciary duty of loyalty. Application The corporate opportunity doctrine does not apply to all fiduciaries of a corporation; rather, it is limited to directors, officers, and controlling shareholders. The doctrine applies regardless of whether the corporation is harmed by the transaction; indeed, it applies even if the corporation benefits from the transaction. The corporate opportunity doctrine only applies if the opportunity was not disclosed to the corporation. If the opportunity was disclosed to the board of directors and the board declined to take the opportunity for the corporation, the fiduciary may take the opportunity for themself. When the corporate opportunity doctrine appli ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the ch ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporation
A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in Corporate law, law for certain purposes. Early incorporated entities were established by charter (i.e., by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through List of company registers, registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue share capital, stock, or whether they are formed to make a profit (accounting), profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this articl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Duty Of Loyalty
The duty of loyalty is often called the cardinal principle of fiduciary relationships, but is particularly strict in the law of trusts. In that context, the term refers to a trustee's duty to administer the trust solely in the interest of the beneficiaries, and following the terms of the trust. It generally prohibits a trustee from engaging in transactions that might involve self-dealing or even an appearance of conflict of interest. Furthermore, it requires a fiduciary to deal with transparency regarding material facts known to them in interactions with beneficiaries. Duty of loyalty in corporation law to describe a fiduciary's "conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own."''Corporations'', Fifth Edition. Examples and Explanations. Alan R. Palmiter. ASPEN. New York. p. 192. "Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information for personal gain." It i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
English Law
English law is the common law list of national legal systems, legal system of England and Wales, comprising mainly English criminal law, criminal law and Civil law (common law), civil law, each branch having its own Courts of England and Wales, courts and Procedural law, procedures. The judiciary is judicial independence, independent, and legal principles like Procedural justice, fairness, equality before the law, and the right to a fair trial are foundational to the system. Principal elements Although the common law has, historically, been the foundation and prime source of English law, the most authoritative law is statutory legislation, which comprises Act of Parliament, Acts of Parliament, Statutory Instrument, regulations and by-laws. In the absence of any statutory law, the common law with its principle of ''stare decisis'' forms the residual source of law, based on judicial decisions, custom, and usage. Common law is made by sitting judges who apply both United Kingdom l ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Regal (Hastings) Ltd V Gulliver
{{Infobox court case , name = Regal (Hastings) Ltd v Gulliver , court = House of Lords , image = Weissenhorn Stadttheater.jpg , date decided = 20 February 1967 , full name = , citations = 9671 All ER 378, 9672 AC 134, 942UKHL 1 , judges = Viscount Sankey Lord Russell of Killowen Lord Macmillan Lord Wright Lord Porter , prior actions = , subsequent actions = , opinions = Lord Russell, Lord Wright , transcripts Full text of decision from BAILII.org, keywords = Conflict of interest, directors' duties, corporate opportunity ''Regal (Hastings) Ltd v Gulliver'' 9671 All ER 37 is a leading case in UK company law regarding the rule against directors and officers from taking personal advantage of a corporate opportunity in violation of their duty of loyalty to the company. The Court held that a director is in breach of his duties if he takes advantage of an opportunity that the corporation would otherwise be interested in but was unable to take advantage. However ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bona Fide
In human interactions, good faith () is a sincere intention to be fair, open, and honest, regardless of the outcome of the interaction. Some Latin phrases have lost their literal meaning over centuries, but that is not the case with , which is still widely used and interchangeable with its generally accepted modern-day English translation of ''good faith''. It is an important concept within law and business. The opposed concepts are bad faith, (duplicity) and perfidy (pretense). is a Latin phrase meaning "good faith". Its ablative case is , meaning "in good faith", which is often used in English as an adjective to mean "genuine". While may be translated as "faith", it embraces a range of meanings within a core concept of "reliability", in the sense of a trust between two parties for the potentiality of a relationship. For the ancient Romans, ''bona fides'' was to be assumed by both sides, with implied responsibilities and both legal and religious consequences if broken ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the U.S. state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The court is known for being a hub for corporate governance litigation in the United States, as two-thirds of ''Fortune'' 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world. Connection to corporate law Many companies prefer to incorporate in Delaware because of the state's corporate-friendly tax system and the Court's historical expertise in business litigation. The Court's judges tend to be longtime members of the Delaware State Bar Association who have spent their careers doing corporate litigation. Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater gu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
In Re
, Latin for , is a term with several different, but related meanings. Legal use In the legal system in the United States, is used to indicate that a judicial proceeding may not have formally designated adverse parties or is otherwise uncontested. is an alternative to the more typical adversarial form of case designation, which names each case as "''Plaintiff v.'' (versus) ''Defendant''", as in '' Roe v. Wade'' or '' Miranda v. Arizona''. is commonly used in case citations of probate and bankruptcy proceedings, such as the General Motors Chapter 11 reorganization, which was formally designated ''In re General Motors Corp''. in court papers. The term is also sometimes used for consolidated cases, as with '' In re Marriage Cases''. It was adopted by certain U.S. states, like California, when they adopted no-fault divorce to reflect the fact that the modern proceeding for dissolution of marriage was being taken out of the adversarial system. It is also used in juvenile court ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Securities
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than Equity (finance), equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., Warrant (finance), equity warrants. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic (Dematerialization (securities), dematerialized) or "book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary Duty
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
