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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] |
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] |
Corporation Law
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.John Armour, Henry Hansmann, Reinier Kraakman, Mariana Pargendler "What is Corporate Law?" in ''The Anatomy of Corporate Law: A Comparative and Functional Approach''(Eds Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, Oxford University Press 2017)1.1 It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules differ, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary Management
Fiduciary management is an approach to asset management that involves an asset owner appointing a third party to manage the total assets of the asset owner on an integrated basis through a combination of advisory and delegated investment services, with a view to achieving the asset owner's overall investment objectives. In principle, the model can be applied to the investments of any asset owner. In practice, the label is currently only used in relation to the management of institutional assets as opposed to retail assets and in relation to the management of assets of pension funds in particular and insurance companies to a lesser degree. History Fiduciary management originally evolved in the Netherlands and the UK in the early years of the 21st century. One of the first to air the concept waAnton van Nunenand in the Netherlands it was first implemented at VGZ, a Dutch insurance company, wherHaitse Hooswas the first Chief Investment Officer of a fiduciary mandate. After that, th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Duty Of Care (business Associations)
In United States corporation and business association law (particularly Delaware law and the Revised Model Business Corporation Act), a duty of care is part of the fiduciary duty owed to a corporation by its directors. The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith. Put simply, a director owes a duty to exercise good business judgment and to use ordinary care and prudence in the operation of the business. They must discharge their actions in good faith and in the best interest of the corporation, exercising the care an ordinary person would use under similar circumstances. Directors' decisions are typically protected under the business judgment rule, unless they breach one of these duties or unless the decision constitutes waste. A breach of fiduciary duty will typically remove a director's decision from business judgment protection and require that the director show entire fairness. Waste Directors have a duty not ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Model Business Corporation Act
The Model Business Corporation Act (MBCA) is a model act promulgated and periodically amended by the Corporate Laws Committee of the Business Law Section of the American Bar Association("Committee"). The MBCA has been adopted by 36 states and other jurisdictions. The MBCA provides a modern body of statutory corporate law that is regularly updated by the Committee based on judicial decisions, recent legislative enactments, and other legal and technological developments. It is a statute for business (stock) corporations that covers a number of areas, including formation, governance and director conduct and liability. The MBCA has been influential in shaping standards for United States corporate law. History In 1928, the Commissioners on Uniform State Laws promulgated a Uniform Business Corporation Act, which was subsequently adopted by three states, Louisiana, Washington and Kentucky, and partially adopted by a fourth, Idaho. Although uniform state legislation offers benefits in c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Business Judgment Rule
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with hepresumption, which the law accords to them, of being otivatedin their conduct by a bona fides regard for the interests of the corporation whose affairs the stockholders have committed to their charge."''Gimbel v. Signal Cos.'', 316 A.2d 599, 608 (Del. Ch. 1974). The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia. To challenge the actions of a corporation's board of directors, a plaintiff assumes "the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty — good faith, loyalty, or due care." Failing to do so, a plaintiff "is not entitled to any remedy unless the transaction constitut ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Dodge V
Dodge is an American brand of automobiles and a division of Stellantis, based in Auburn Hills, Michigan. Dodge vehicles have historically included performance cars, and for much of its existence, Dodge was Chrysler's mid-priced brand above Plymouth. Founded as the Dodge Brothers Company machine shop by brothers Horace Elgin Dodge and John Francis Dodge in the early 1900s, Dodge was originally a supplier of parts and assemblies to Detroit-based automakers like Ford. They began building complete automobiles under the "Dodge Brothers" brand in 1914, predating the founding of the Chrysler Corporation. The factory located in Hamtramck, Michigan, was the Dodge main factory from 1910 until it closed in January 1980. John Dodge died from the Spanish flu in January 1920, having lungs weakened by tuberculosis 20 years earlier. Horace died in December of the same year, perhaps weakened by the Spanish flu, but the cause of death was cirrhosis of the liver. Their company was sold by their ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Primacy
Shareholder primacy is a theory in corporate governance holding that shareholder interests should be assigned first priority relative to all other stakeholders. A shareholder primacy approach often gives shareholders power to intercede directly and frequently in corporate decision-making, through such means as unilateral shareholder power to amend corporate charters, shareholder referendums on business decisions and regular corporate board election contests. The shareholder primacy norm was first used by courts to resolve disputes among majority and minority shareholders, and, over time, this use of the shareholder primacy norm evolved into the modern doctrine of minority shareholder oppression. James Kee wrote in 1995 for the right-wing libertarian Mises Institute think tank, "If private property were truly respected, shareholder interest would be the primary, or even better, the sole purpose, of the corporation." However, the doctrine of shareholder primacy has been criticized ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Opportunity
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 app ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company Director
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 chief exe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Materiality (law)
Materiality is the significance of facts to the matter at hand.Black's Law Dictionary, 7th ed. In the law of evidence An item of evidence is said to be material if it has some logical connection to a fact of consequence to the outcome of a case. Materiality, along with probative value, is one of two characteristics that make a given item of evidence relevant. This largely depends on the elements of the cause of action the plaintiff seeks to prove, or that the prosecutor must prove in a criminal case to secure a conviction. Which issues must be factually proven are therefore a product of the underlying substantive law. In corporate and securities law Within the context of corporate and securities law in the United States, a fact is defined as material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote their shares or invest their money. In this regard, it is similar to the accounting term of the same name. M ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Equity (law)
In the field of jurisprudence, equity is the particular body of law, developed in the English Court of Chancery, with the general purpose of providing legal remedies for cases wherein the common law is inflexible and cannot fairly resolve the disputed legal matter. Conceptually, equity was part of the historical origins of the system of common law of England, yet is a field of law separate from common law, because equity has its own unique rules and principles, and was administered by courts of equity. Equity exists in domestic law, both in civil law and in common law systems, as well as in international law. The tradition of equity begins in antiquity with the writings of Aristotle (''epieikeia'') and with Roman law ('' aequitas''). Later, in civil law systems, equity was integrated in the legal rules, while in common law systems it became an independent body of law. Equity in common law jurisdictions (general) In jurisdictions following the English common law syste ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
