convenient to categorise the duties of directors into fiduciary duties which arise because they are quasi-trustees of the assets of the company. The word ‘fiduciary’ refers to trust and confidence. ‘A fiduciary is someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence’(Bristol and West Building Society v Mothew [1998] Ch1 per Millet LJ at p.18). Fiduciary duties of the directors of a company considered
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▪ Written consent • Sell o Tender Offers ▪ Selling shares to a bidder – either friendly or hostile o On the market o Power comes from Property Law • Sue o Breach of fiduciary duty of care‚ loyalty and good faith Securities Law:
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modern corporations‚ the Board of Directors have responsibilities to encourage socially responsible behavior. As we learned from the class lectures and Julia’s talk on last class‚ the Board of Directors is primarily loyal to shareholders and has the fiduciary duties of taking care of shareholder wealth. So the rising question now is: “Is Corporation Social Responsibility (CSR) conflicted with the bottom line?” It’s not a easy question to answer‚ because CSR should mostly contribute to a corporation’s
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the minimum capital requirement for thrift banks -To Strengthen the Bank’s risk management function in order to regain the trust back from its depositors and investors Areas of consideration *EXTERNAL 1. Legal/political - in its failure in fiduciary trust and confidence in financial institutions rather to help the capital markets and the economy it causes a great effects on individual by the PBI’s disregard of such corporate governance principle -PSBI must meet its required amount to enable
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Introduction We are part of a non-profitable organization. With a team of 4 lawyer volunteering law advice and services to the community for free. In this case we are to provide Chalice with our advice on what are the chargers he can look into if he decided to take it to the court or alternatively settle by other resolution. Duty of care with Negligence “Negligence as an important element in law of tort requires more than mere lack of care”. A claimant who wishes to sue in negligence must show:
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the auditors suggestions and recommendations in fear of losing the consulting business. The other problem arises when accounting firms provide consulting services to companies’ they audit. To eliminate the conflict of interest and to meet their fiduciary responsibilities‚ auditors must maintain independence from the firms they audit. If Anderson and Company would have been able to maintain a high standard when it came to conflict of interest when it came to auditors and consulting partners. The whole
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understand better the meaning of ethica] management decisions. A distinction is made between stakeholder analysis and stakeholder synthesis. The two most natural kinds of stakeholder synthesis are then defined and discussed: strategic and multi-fiduciary. Paradoxically‚ the former appears to yield business without ethics and the latter appears to yield ethics without business. The paper concludes by suggesting that a third approach to stakeholder thinking needs to be developed‚ one that avoids the
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faith and best interest of the company as well as disclosure personal interest. The second issue is possible remedies for Bryan while he has been conducted unfair and oppressive. ISSUE 1: WHAT HAS DON BREACHED? Fiduciary duties to disclose personal interests Directors are under both fiduciary and statutory duties to avoid conflicts between their personal interests and the interests of the company. The director is to declare the “nature and extent of the interest” and the relation of the interest to
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a purchase offer. One risk is a termination fee might have to be paid. It might be necessary to get a higher offer and for the original offer to create a floor. Go-shop process is meant to help ensure that the board of directors fulfills its fiduciary duty to make sure shareholders get the best deal possible from the transaction. 4. Why were so many investment bankers involved in this transaction‚ and what were their respective roles? Many banks had supporting roles in the acquisition. Independent
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CASE 3-2 QUESTION SUMMARY This case is about two friends which are Willie Carson and Waylon Boone who grew up in Dallas‚ Texas. Both of them went to University of Texas. Carson graduated with Accounting degree while Boone in Computer Science degree. Then‚ Carson went to work for accounting and assurance services at one of larges accounting firm in world‚ Randy Burnham & Co. While‚ Boone went to work at one of the largest manufactures of high-tech product in world‚ Alorotom Inc. After seven years
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