1. H (D) was the president of a golf club (P) from 1971 to 1990. In 1979, a real estate broker informed H (D) that property adjoiningai是什么意思 the golf cour was for sale. H (D) bought the property in her own name, disclosing this information to the Club’s (P) board after the transaction was completed. Subquently, H (D) obtained other adjoining property and eventually sought to develop homes on the properties. The Club’s (P) of directors oppod this development and asked H (D) to resign. The Club (P) then filed suit against H (D) for breaching her fiduciary duty by taking a corporate opportunity without disclosing it to the board. The trial court ruled for H (D), holding that acquiring properly was not in the Club’s line of business. The Club (P) appealed.bugreports
Issue: Must corporate officers and directors disclo all relevant information prior to taking personal advantage of any potentially corporate opportunity?
单词记忆法Key points: Yes, corporate officers and directors must disclo all relevant information prior to taking personal advantage of any potentially corporate opportunity. Corporate officers bear a duty of loyalty to their corporation. This duty must be discharged in good fait
h with a view toward furthering the interests of the corporation. And the director may take advantage of a corporate opportunity only after meeting a strict requirement of full disclosure. In the prent ca, the ca must be remanded to develop the factual record with regard to the “full disclosure” principle.
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2. Guarantybye bye歌词 Trust Company was a chartered trust company who board of directors included Meek (D), who was chairman of the board of directors and president of the company, his wife, his son, who ran the day-to-day operations of the company, and three outside directors. When Meek (D) took on fewer duties and mi-retired, his son began investing in Government National Mortgage Association certificates on a highly leveraged basis. Guaranty sustained increasing loss on this investment as interest rates ro, and finally was forced to file for bankruptcy. When Meek (D) was held to be have breached his duty of care as a director, and to be liable under the statute, he appealed, claiming that his son had made the initial investment decision and that his duty of care should be lesned becau he was mi-retired.
Issue: will a director be liable under the business judgment rule by failing to be diligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk?
大学英语四级成绩Key points: Yes, a director may be liable under the business judgment rule by failing to be diligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk. Directors and officers are charged with knowledge of tho things which it is their duty to know and ignorance is not a basis for escaping liability. Where suspicions are aroud, or should be aroud, it is the director’s duty to make the necessary inquiries. Meek (D) had a duty to keep abreast of Guaranty’s investments. His breach of duty resulted from both his delegation of authority to his son without adequate supervision and his failure to avert Guaranty’s continued exposure to increasing indebtedness.
3. Scurious是什么意思mith(P) and other shareholders of Trans Union Corporation (D) brought a class action suit to rescind a cash-out merger that had been approved by Van Gorkom (D) and other
南京动画培训members of the board of directors and ultimately approved by an overwhelming majority of the stockholders. After listening to the evidence, the court held that the business judgment rule applied to rai the presumption that the action taken by the board was an informed one made in good faith in the honest belief it was in the corporation’s best interests. Renewed allegations that the board of directors acted without sufficient information and that the stockholders were also not sufficiently informed prior to their vote of approval formed the basis of the appeal by Smith (P).
Issue: Must a decision made by the board of directors be an informed one in order for it to be protected by the judgement rule?
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K什么是abcey points: Yes, the business judgment rule affords protection for informed decisions made by a board of directors. The concept of gross negligence is the proper standard for making that determination. Here, it is evident the board did not make a deliberate determination whether to approve the merger. A director cannot abdicate his duty by leaving the decision to the shareholders alone, and even they were not adequately informed.
4. After veral of the directors of the Kirby Foundation, a nonstock charitable corporation, sued Fred Kirby (D) for breach of fiduciary duty to the corporation, Oberly (P), the attorney General, intervened on behalf of the beneficiaries of the charity. Oberly (P) alleged that the directors of the Kirby Foundation(D) had breached their fiduciary duties to the corporation by voting to approve the transaction between the Foundation and Allegheny Corporation, becau all four Foundation directors(D) held large blocks of Allegheny stock and therefore had an interest in the transaction. The court of chancery upheld the fairness of the Allegheny exchange. The attorney general (P) appealed, alleging that the Allegheny transaction should be judged under principles of trust law, rather than corporate law.
