Why is Marriott ’s CFO proposing Project Chariot? 2. Is the proposed restructuring consistent with management ’s responsibility? 3. The case describes two conceptions of managers ’ fiduciary duty (p. 9). Which do you favor: the shareholder conception or the corporate conception? Does your stance make a difference in this case? 4. Should Mr. Marriott recommend the proposed restructuring to the board? Marriott Corporation (A) 1. Why is Marriott ’s chief financial officer proposing Project Chariot
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com/what-is-a-majority-shareholder.htm 4. Majority Shareholder.(n.d.).Retrieved March 3‚ 2011 from http://www.answers.com/topic/majority-shareholder#ixzz1GPM9cC6j 5. Robert‚ C. (April 1‚ 2003). Shareholder rights and remedies in close corporations: Oppression‚ fiduciary duties‚ and reasonable expectations (Paragraph-1).Published by Journal of Corporation Law. Retrieved March 3‚ 2011 from http://www.allbusiness.com/legal/laws/1058708-1.html 6. Benjamin‚ M. (October 15‚ 2008). A Voice-Based Framework for Evaluating
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PART A (a) Promoters & Pre-registration contract A promoter is a person who is involved‚ actively or passively‚ in forming a company‚ raising its capital and establishing its business at any period prior to the company obtaining a certificate of complete registration: Twycross v Grant.[1] Part 2B.3 of Corporations Act 2001 (Cth) purports to overcome the common law difficulties of earlier cases based on the law of agency[2] and provides an exclusive set of rules to determine primary and secondary
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companies Promoters’ fiduciary duties • Erlanger v New Sombrero Phosphate Co (1878) 3 App Cas 1218): • “[Promoters] stand‚ in my opinion‚ undoubtedly in a fiduciary position [to their companies]. They have in their hands the creation and moulding of the company; they have the power of defining how‚ and when‚ and in what shape‚ and under what supervision‚ it shall start into existence and begin to act as a trading corporation.” (Lord Cairns) Promoters’ fiduciary duties • “Good faith
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There are many different definitions for Conflict of Interest‚ but most all mean the same or point to the same direction. When gifts‚ outside activities such as consulting‚ or financial and fiduciary interest have potential to create a certain decision or commitment with a business it is considered conflict of interest. Although there are numerous definitions the one adopted by the Institute of Medicine is helpful. It states‚ “A conflict of interest is a set of circumstances that creates a risk that
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Introduction In the beginning years of the new century a series of huge corporate frauds predominated the business sections and front pages of dominant newspapers‚ shaking public confidence in the integrity of corporate America. Those scandals also raise serious questions about the integrity‚ acuity and prudence of business leaders and accountants who structure and document business transactions‚ approve required financial disclosures‚ and‚ in the case of accountants‚ certify the accuracy of required
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Summary The flexibility in accounting allows companies to adopt creative accounting and fraud techniques to bolster profits. Such techniques has seriously eroded the currency of accounting so as to hinder the development of economy. This essay introduces various parties involved in creative accounting and illustrates how they are being affected. After that‚ another cause induced by the economic environment will also be listed following by recommendations on reducing the likelihood of creative accounting
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❖ S 9: “Officer” includes directors‚ secretaries‚ receivers‚ administrators‚ liquidators‚ administrating trustees. ❖ S 9: “Director” includes shadow & de facto directors. enforcement of directors’ duties enforcement of statutory duties Civil penalties Who may apply for a Declaration or Order? ❖ S 1317J(1): ASIC may apply for a declaration of contravention‚ a pecuniary penalty order or a compensation order. ❖ S 1317J(2): The company may apply for a compensation order. ❖
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the stock issuance. The board met to discuss the purchase‚ and even after discovering Abdo’s involvement with BFC‚ still approved the transaction. Aoki filed the action against the Benihana directors arguing that the directors had breached their fiduciary duties by allowing Abdo to negotiate the deal from both sides‚ and Benihana was not allowed to issue the stock with preemptive rights that would be self dealing which was a breach of the duty of loyalty. Aoki also filed suit against BFC‚ claiming
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I. Introduction The following memorandum will discuss the facts related to Vulcan‚ Inc. and their recent acquisition of a plot of land in Montana. Vulcan‚ Inc. is a multinational Fortune 200 company engaging principally in the exploration for and extraction of minerals. It is listed on the New York Stock Exchange and has 615 million shares outstanding. On March 7‚ Vulcan Inc. Chief Executive Officer Stewart Myer held a private meeting with Martha Bordeaux‚ the VP for finance; Lamont Johnson
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