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In Re Caremark International Inc. Derivative Litigation
''In re Caremark International Inc. Derivative Litigation'', 698 A.2d 959 (Del. Ch. 1996), is a civil action that came before the Delaware Court of Chancery. It is an important case in United States corporate law and discusses a director's Duty of care (business associations), duty of care in the oversight context. It raised the question regarding compliance, "what is the board's responsibility with respect to the organization and monitoring of the enterprise to assure that the corporation functions within the law to achieve its purposes?" William T. Allen, Chancellor Allen wrote the opinion. Facts The shareholders of Caremark Rx, Caremark International, Inc. brought a derivative action, alleging the directors breached their duty of care by failing to put in place adequate internal control systems. This in turn was said to enable the company's employees to commit criminal offences, resulting in substantial fines and civil penalties amounting to over $250 million. Judgment The set ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The chief judge is called the Chancellor, and the remaining judges are called Vice Chancellors. The chancellor and vice chancellors are nominated by the governor and confirmed by the state senate for 12-year terms. Jurisdiction The Court's jurisdiction is a hybrid of constitutional provisions, statutes, and case law. According to the Delaware Judicial Information Center The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The General Assembly may confer upon the Court of Chancery additional stat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
William T
William is a male given name of Germanic origin.Hanks, Hardcastle and Hodges, ''Oxford Dictionary of First Names'', Oxford University Press, 2nd edition, , p. 276. It became very popular in the English language after the Norman conquest of England in 1066,All Things William"Meaning & Origin of the Name"/ref> and remained so throughout the Middle Ages and into the modern era. It is sometimes abbreviated "Wm." Shortened familiar versions in English include Will, Wills, Willy, Willie, Bill, and Billy. A common Irish form is Liam. Scottish diminutives include Wull, Willie or Wullie (as in Oor Wullie or the play ''Douglas''). Female forms are Willa, Willemina, Wilma and Wilhelmina. Etymology William is related to the given name ''Wilhelm'' (cf. Proto-Germanic ᚹᛁᛚᛃᚨᚺᛖᛚᛗᚨᛉ, ''*Wiljahelmaz'' > German ''Wilhelm'' and Old Norse ᚢᛁᛚᛋᛅᚼᛅᛚᛘᛅᛋ, ''Vilhjálmr''). By regular sound changes, the native, inherited English form of the name shoul ... [...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] |
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] |
Duty Of Care (business Associations)
In United States corporation and business association law (particularly Delaware law and the Revised Model Business Corporation Act), a duty of care is part of the fiduciary duty owed to a corporation by its directors. The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith. Put simply, a director owes a duty to exercise good business judgment and to use ordinary care and prudence in the operation of the business. They must discharge their actions in good faith and in the best interest of the corporation, exercising the care an ordinary person would use under similar circumstances. Directors' decisions are typically protected under the business judgment rule, unless they breach one of these duties or unless the decision constitutes waste. A breach of fiduciary duty will typically remove a director's decision from business judgment protection and require that the director show entire fairness. Waste Directors have a duty not ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Caremark Rx
CVS Caremark (formerly Caremark Rx) (stylized as , previously CVS/caremark) is the prescription benefit management subsidiary of CVS Health, headquartered in Woonsocket, Rhode Island. Company history Caremark was founded as a physician and pharmacy benefits management company in 1993. It was founded in Birmingham, Alabama as MedPartners, Inc. by former HealthSouth Corporation chief executive Richard Scrushy. New Enterprise Associates was an initial investor in the company. MedPartners went public in February of 1995. In August 1995, MedPartners announced the acquisition of Mullikin Medical Enterprises, a physician management company. In December 1995, MedPartners acquired Pacific Physicians Services in Redlands, California. On May 15, 1996, Caremark International, a provider of manager health services, announced it would be acquired by MedPartners. Caremark International was founded as a unit of Baxter International and was spun off from Baxter in 1992 as a publicly traded c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Derivative Action
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] |
Graham V
Graham and Graeme may refer to: People * Graham (given name), an English-language given name * Graham (surname), an English-language surname * Graeme (surname), an English-language surname * Graham (musician) (born 1979), Burmese singer * Clan Graham, a Scottish clan * Graham baronets Fictional characters * Graham Aker, in the anime ''Gundam 00'' * Project Graham, what a human would look like to survive a car crash Places Canada * Graham, Sudbury District, Ontario * Graham Island, part of the Charlotte Island group in British Columbia * Graham Island (Nunavut), Arctic island in Nunavut United States * Graham, Alabama * Graham, Arizona * Graham, Florida * Graham, Georgia * Graham, Daviess County, Indiana * Graham, Fountain County, Indiana * Graham, Kentucky * Graham, Missouri * Graham, North Carolina * Graham, Oklahoma * Graham, Texas * Graham, Washington Elsewhere * Graham Land, Antarctica * Graham Island (Mediterranean Sea), British name for a submerged volcanic island ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Smith V
Smith may refer to: People * Metalsmith, or simply smith, a craftsman fashioning tools or works of art out of various metals * Smith (given name) * Smith (surname), a family name originating in England, Scotland and Ireland ** List of people with surname Smith * Smith (artist) (born 1985), French visual artist Arts and entertainment * Smith (band), an American rock band 1969–1971 * ''Smith'' (EP), by Tokyo Police Club, 2007 * ''Smith'' (play), a 1909 play by W. Somerset Maugham * ''Smith'' (1917 film), a British silent film based on the play * ''Smith'' (1939 film), a short film * ''Smith!'', a 1969 Disney Western film * ''Smith'' (TV series), a 2006 American drama * ''Smith'', a 1932 novel by Warwick Deeping * ''Smith'', a 1967 novel by Leon Garfield and a 1970 TV adaptation Places North America * Smith, Indiana, U.S. * Smith, Kentucky, U.S. * Smith, Nevada, U.S. * Smith, South Carolina, U.S. * Smith Village, Oklahoma, U.S. * Smith Park (Middletown, Connecticu ... [...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] |
Blue Bell Creameries
Blue Bell Creameries is an American food company that manufactures ice cream. It was founded in 1907 in Brenham, Texas. For much of its early history, the company manufactured both ice cream and butter locally. In the mid-20th century, it abandoned butter production and expanded to the entire state of Texas and soon much of the Southern United States. The company's corporate headquarters are located at the "Little Creamery" in Brenham, Texas. Since 1919, it has been in the hands of the Kruse family. , Blue Bell was the #2 selling ice cream manufacturer in the United States. History The company has its roots in the Brenham Creamery Company, which opened in 1907 to purchase excess cream from local dairy farmers and sell butter to people in Brenham, Texas, a town situated approximately northwest of Houston. In 1911, the creamery began to produce small quantities of ice cream. By 1919, the Creamery was in financial trouble and considered closing its doors. The board of director ... [...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] |
