The Business Judgment Rule: Fiduciary Duties of Corporate Directors, Volume 1Meticulously researched and thoroughly analyzed, Business Judgment Rule: Fiduciary Duties of Corporate Directors, Fifth Edition combines cases, articles, and statutory provisions to help you discover new strategies and tactics for dealing with attempts to gain control of a corporation. This authoritative reference leaves no aspect of the business judgment rule, the fiduciary duties of corporate directors, And The law of corporate governance unexplored, unreviewed, or unanswered. This work is comprehensive in its treatment of the intellectual underpinnings and practical applications of the business judgment rule, including such vital areas as: The business judgment rule presumption The duties of care and loyalty The corporate opportunity doctrine Director and officer compensation Wrongful coercion and preclusive conduct The pre-litigation demand requirement in derivative litigation Indemnification and advancement of litigation expenses incurred by directors and officers D & O insurance The Model Business Corporation Act and Principles of Corporate Governance and much more! |
Contents
The Business Judgment RuleAn | 1 |
Rationale 1440 | 3 |
a Cases Upholding Greenmail Trans | 8 |
Copyright | |
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1990 Transfer Binder action aff'd alleged approval assets breach of fiduciary burden of proving business judgment rule CERBCO challenged Chancery's Chapter Cinerama claim conduct continued controlling shareholder Corporate Governance Corporate Laws corporate opportunity corporation's court concluded court explained Court of Chancery damages decision defendants Delaware Court Delaware law Delaware Supreme Court denied direc disinterested directors duty of care duty of loyalty entire fairness fact fair dealing faith Federated fiduciary duty financial advisor Gorkom gross negligence holders independent informed interested director involved Kahn LEXIS liability loans majority MAXXAM ment minority shareholders Morton Thiokol motion to dismiss negotiations officers percent plaintiff Principles of Corporate quoting reasonable Resolution Trust Corp rev'd Section share Shareholders Litig special committee standard statute stock option stockholders Supp t]he Technicolor text available tion trans unfair unpublished opinion Valhi Van Gorkom Weinberger