The Business Judgment Rule: Fiduciary Duties of Corporate Directors, Volume 1
Aspen Law & Business, 1998 - Business judgment rule - 2496 pages
Meticulously 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!
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The Business Judgment RuleAn
The Fair and Adequate Representation
A Historical Origins
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1990 Transfer Binder 2d Cir action aff'd alleged appraisal approval assets board of directors breach of fiduciary burden business judgment rule cash Chancery's Chapter Cinerama claim conduct context continued controlling shareholder Corporate Governance Corporate Laws corporation's court concluded court explained court held Court of Chancery decision defendants Delaware Court Delaware law Delaware Supreme Court denied direc disclosure discussed disinterested directors employees entire fairness ESOP fact faith federal fiduciary duty Healthco holders interested director involved Kahn leveraged buyout LEXIS liability Lynch MAXXAM ment merger agreement million minority shareholders negotiations Paramount Communications percent plaintiffs proposed pursuant quoting reasonable rev'd Revlon Section Shareholders Litig shares special committee standard statute stock option stockholders Supp t]he Technicolor tender offer termination fee text available tion transaction U.S. Dist Unitrin Unocal unpublished opinion Viacom