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Aronson V Lewis
''Aronson v Lewis'', 473 A.2d 805 (Del. 1984), is a US corporate law case, from Delaware concerning the possibility of a shareholder to bring a derivative suit. Facts A shareholder claimed that the directors of Meyers Parking System Inc. had improperly wasted corporate assets. The CEO, Mr Fink, then 75 years old, was also a 47% shareholder and its founder. It was alleged he personally selected the other directors. They had given to Mr Fink a generous five year employment contract, a subsequent term as a consultant with a large salary, and an annual bonus equal to 5% of the company's pre tax profits. The contract also said that this continued regardless of Mr Fink's continued ability to perform the job. Judgment Justice Moore rejected the claim on the ground that the plaintiff had not shown that making a demand on the board would have been futile. He held that the 'business judgment rule' was applicable. This meant, See also *United States corporate law *UK company law T ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Supreme Court
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
John J
John is a common English name and surname: * John (given name) * John (surname) John may also refer to: New Testament Works * Gospel of John, a title often shortened to John * First Epistle of John, often shortened to 1 John * Second Epistle of John, often shortened to 2 John * Third Epistle of John, often shortened to 3 John People * John the Baptist (died c. AD 30), regarded as a prophet and the forerunner of Jesus Christ * John the Apostle (lived c. AD 30), one of the twelve apostles of Jesus * John the Evangelist, assigned author of the Fourth Gospel, once identified with the Apostle * John of Patmos, also known as John the Divine or John the Revelator, the author of the Book of Revelation, once identified with the Apostle * John the Presbyter, a figure either identified with or distinguished from the Apostle, the Evangelist and John of Patmos Other people with the given name Religious figures * John, father of Andrew the Apostle and Saint Peter * Pope Joh ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Andrew G
Andrew is the English form of a given name common in many countries. In the 1990s, it was among the top ten most popular names given to boys in English-speaking countries. "Andrew" is frequently shortened to "Andy" or "Drew". The word is derived from the el, Ἀνδρέας, ''Andreas'', itself related to grc, ἀνήρ/ἀνδρός ''aner/andros'', "man" (as opposed to "woman"), thus meaning "manly" and, as consequence, "brave", "strong", "courageous", and "warrior". In the King James Bible, the Greek "Ἀνδρέας" is translated as Andrew. Popularity Australia In 2000, the name Andrew was the second most popular name in Australia. In 1999, it was the 19th most common name, while in 1940, it was the 31st most common name. Andrew was the first most popular name given to boys in the Northern Territory in 2003 to 2015 and continuing. In Victoria, Andrew was the first most popular name for a boy in the 1970s. Canada Andrew was the 20th most popular name chosen for male ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Andrew D
Andrew is the English form of a given name common in many countries. In the 1990s, it was among the top ten most popular names given to boys in English-speaking countries. "Andrew" is frequently shortened to "Andy" or "Drew". The word is derived from the el, Ἀνδρέας, ''Andreas'', itself related to grc, ἀνήρ/ἀνδρός ''aner/andros'', "man" (as opposed to "woman"), thus meaning "manly" and, as consequence, "brave", "strong", "courageous", and "warrior". In the King James Bible, the Greek "Ἀνδρέας" is translated as Andrew. Popularity Australia In 2000, the name Andrew was the second most popular name in Australia. In 1999, it was the 19th most common name, while in 1940, it was the 31st most common name. Andrew was the first most popular name given to boys in the Northern Territory in 2003 to 2015 and continuing. In Victoria, Andrew was the first most popular name for a boy in the 1970s. Canada Andrew was the 20th most popular name chosen for mal ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Directors' Duties
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals. Among different jurisdictions, a number of similarities between the framework for directors' duties exist. *directors owe duties to the corporation, and not to individual shareholders, employees or creditors outside exceptional circumstances *directors' core duty is to remain loyal to the company, and avoid conflicts of interest *directors are expected to display a high standard of care, skill or diligence *directors are expected to act in good faith to promote the success of the corporation Australia General Law Directors have Fiduciary Duties under general law in Australia. They are: *Duty to act in good faith and not to act contrary t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Business Judgment Rule
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with hepresumption, which the law accords to them, of being otivatedin their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge".''Gimbel v. Signal Cos.'', 316 A.2d 599, 608 (Del. Ch. 1974) The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia. To challenge the actions of a corporation's board of directors, a plaintiff assumes "the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty — good faith, loyalty, or due care". Failing to do so, a plaintiff "is not entitled to any remedy unless the transaction constitutes wa ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
US Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Derivative Suit
A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. To enable a diversity of management approaches to risks and reinforce the most common forms of corporate rules with a high degree of permissible management power, many jurisdictions have implemented minimum thresholds and grounds (procedural and substantive) to such suits. Purpose and difficulties Under traditional corporate business law, shareholders are the owners of a corporation. However, they are not empowered to control the day-to-day operations of the corporation. Instead, shareholders appoint dire ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
UK Company Law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandato ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
