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Broz V Cellular Information Systems Inc
''Broz v. Cellular Information Systems Inc.'', 637 A.2d 148 (Del. 1996), is a US corporate law case, concerning the standard in Delaware corporations regarding conflicts of interest. It exemplifies that the Delaware courts spend considerable resources inquiring into whether a director has had an actual conflict of interest, as opposed to the traditional common law approach which demanded that there should be no possibility of a conflict.cf ''Keech v Sandford'' [1726] EWHC Ch J76 Facts Broz was sole shareholder and president of RFB Cellular Inc. (RFB), which held telecommunications licenses for a number of districts in Michigan. Broz was also a non-executive board member of CIS, which operated in the same business in the upper Midwestern United States; notably it too operated in parts of Michigan. Broz, as owner of RFB, was approached by Mackinac, a tele-license broker, who offered him another opportunity for a license in Michigan. Broz discussed the matter informally with the CI ...
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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 ...
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Joseph T
Joseph is a common male given name, derived from the Hebrew Yosef (יוֹסֵף). "Joseph" is used, along with "Josef", mostly in English, French and partially German languages. This spelling is also found as a variant in the languages of the modern-day Nordic countries. In Portuguese and Spanish, the name is "José". In Arabic, including in the Quran, the name is spelled '' Yūsuf''. In Persian, the name is "Yousef". The name has enjoyed significant popularity in its many forms in numerous countries, and ''Joseph'' was one of the two names, along with ''Robert'', to have remained in the top 10 boys' names list in the US from 1925 to 1972. It is especially common in contemporary Israel, as either "Yossi" or "Yossef", and in Italy, where the name "Giuseppe" was the most common male name in the 20th century. In the first century CE, Joseph was the second most popular male name for Palestine Jews. In the Book of Genesis Joseph is Jacob's eleventh son and Rachel's first son, and k ...
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Randy J
Randy J (Randy J. Shams) is the guitarist and founder of the surf punk band The Tarantulas. Life and work Born in Orlando, Florida, Randy J moved to Los Angeles in 1987 and shortly thereafter began composing music for film trailers and TV. After 6 years there, he moved back to Orlando and formed the surf band The Tarantulas in 1995. In early 2000, Randy J relocated to Arizona and continues to record and perform as a solo artist and with The Tarantulas. Major credits Discography * CD "Monster Wave...100 Feet High" (The Tarantulas, 1999) * CD "The Tarantulas Greatest Hits" (The Tarantulas, 2004) * CD "Don't Murder Anyone..." (The Tarantulas, 2006) * CD "Songs of the Open Land" (Randy J, 1995) Film * Music for the film trailer of ''Unforgiven'' (Clint Eastwood, 1992) * Music for the film trailer of ''A Perfect World ''A Perfect World'' is a 1993 American crime drama film directed by Clint Eastwood. It stars Kevin Costner as an escaped convict who takes a young boy ( T. J. Low ...
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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 ...
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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 ...
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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 ...
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Conflicts Of Interest
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates to situations in which the personal interest of an individual or organization might adversely affect a duty owed to make decisions for the benefit of a third party. An "interest" is a commitment, obligation, duty or goal associated with a particular social role or practice. By definition, a "conflict of interest" occurs if, within a particular decision-making context, an individual is subject to two coexisting interests that are in direct conflict with each other. Such a matter is of importance because under such circumstances the decision-making process can be disrupted or compromised in a manner that affects the integrity or the reliability of the outcomes. Typically, a conflict of interest arises when an individual finds themselves occupying two soc ...
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Keech V Sandford
is a foundational case, deriving from English trusts law, on the fiduciary duty of loyalty. It concerns the law of trusts and has affected much of the thinking on directors' duties in company law. It holds that a trustee owes a strict duty of loyalty so that there can never be a possibility of ''any'' conflict of interest. The case's importance derives partly from its historical context, with the South Sea Bubble. Lord King LC, who decided the case, replaced the former Lord Chancellor, Thomas Parker, 1st Earl of Macclesfield who was tried and found guilty in 1725 for accepting bribes and speculating with and losing client money in the South Sea crash. Lord Macclesfield had, probably not coincidentally previously held that a fiduciary was entitled to take money from a trust, invest it on their own behalf, and keep the profit, if they restored money to the trust. ''Keech'' reversed this, and the law in England and the UK has maintained a strict opposition to any possibility of a ...
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Michigan
Michigan () is a state in the Great Lakes region of the upper Midwestern United States. With a population of nearly 10.12 million and an area of nearly , Michigan is the 10th-largest state by population, the 11th-largest by area, and the largest by area east of the Mississippi River.''i.e.'', including water that is part of state territory. Georgia is the largest state by land area alone east of the Mississippi and Michigan the second-largest. Its capital is Lansing, and its largest city is Detroit. Metro Detroit is among the nation's most populous and largest metropolitan economies. Its name derives from a gallicized variant of the original Ojibwe word (), meaning "large water" or "large lake". Michigan consists of two peninsulas. The Lower Peninsula resembles the shape of a mitten, and comprises a majority of the state's land area. The Upper Peninsula (often called "the U.P.") is separated from the Lower Peninsula by the Straits of Mackinac, a channel that joins Lak ...
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Dobson Cellular
Dobson Cellular Systems, Inc. now part of AT&T Mobility, was a wireless telecommunications provider in several regions of the United States, including Alaska, Arizona, California, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin. Dobson Cellular Systems was a wholly owned subsidiary of Dobson Communications Corporation based in Oklahoma City. It was the provider of Cellular One-branded services in the United States. Dobson operated under the brand name of Cellular One, and provided service on a D-AMPS and GSM network. The company purchased the rights to the Cellular One name from Alltel in December 2005. Corporate history Formed in the 1920s, Dobson Communications originally operated a small wireline telephone network in Oklahoma. In 70 years, Dobson had evolved to become the nation's largest independent rural wireless provider. Dobson's operations in 60 markets were acquired through ...
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AT&T
AT&T Inc. is an American multinational telecommunications holding company headquartered at Whitacre Tower in Downtown Dallas, Texas. It is the world's largest telecommunications company by revenue and the third largest provider of mobile telephone services in the U.S. , AT&T was ranked 13th on the ''Fortune'' 500 rankings of the largest United States corporations, with revenues of $168.8 billion. During most of the 20th century, AT&T had a monopoly on phone service in the United States. The company began its history as the American District Telegraph Company, formed in St. Louis in 1878. After expanding services to Arkansas, Kansas, Oklahoma and Texas, through a series of mergers, it became Southwestern Bell Telephone Company in 1920, which was then a subsidiary of American Telephone and Telegraph Company. The latter was a successor of the original Bell Telephone Company founded by Alexander Graham Bell in 1877. The American Bell Telephone Company formed the American Teleph ...
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Guth V
Guth is a surname. Notable people with the surname include: * Alan Guth (born 1947), American cosmologist * Alfred Guth (1908–1996), Austrian-born American water polo player, swimmer, and Olympic modern pentathlete * Amy Guth, American radio host and writer * Bucky Guth (born 1966), American baseball player * Charles Guth (1876–1948), American businessman * Charlie Guth (1856–1883), American baseball player * Claus Guth (born 1964) German theatre director, focused on opera * Dana Guth (born 1970), German politician * Eugene Guth (1905–1990), Hungarian-American physicist * Jean Baptiste Guth (1883–1921), French painter and illustrator * John Guth (born 1981), American poker player * Joseph P. Guth (1860–1928), American architect * Larry Guth (born 1977), mathematician * Louis D. Guth (1857–1939), American businessman and politician * Paul Guth (1910–1997), French humorist and writer * Raymond Guth (1924–2017), American film and television actor * William West ...
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