In Re Citigroup Inc Shareholder Derivative Litigation
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In Re Citigroup Inc Shareholder Derivative Litigation
''In re Citigroup Inc Shareholder Derivative Litigation'', 964 A 2d 106 (Del Ch 2009) is a US corporate law case, concerning the standard under Delaware law for the duty of loyalty among directors' duties. Facts Citigroup had losses from subprime debt markets, as part of the Global Financial Crisis which began in 2007. Before the crash, former CEO Chuck Prince said 'as long as the music is still playing you have to get up and dance'. Shareholders of Citigroup claimed that the directors had breached their duty of care by (1) failing to monitor the bank's risk profile and (2) failing to control risk taking by the bank. They alleged there were 'red flags' from public statements like Paul Krugman in the NY Times (27 May 2005) saying there were 'feverish stages of a speculative bubble' and Ameriquest Mortgage (May 2006) closing 229 offices and dismissing 3800 employees. Judgment Chancellor Chandler held that there was no liability without bad faith. He repeated the ''In re Caremark Int ...
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Chuck Prince
Charles Owen "Chuck" Prince III (born January 13, 1950) is an American corporate executive and lawyer. He is a former chairman and chief executive of Citigroup. He succeeded Sandy Weill as the chief executive of the firm in 2003, and as the chairman of the board in 2006. On November 4, 2007, he retired from both his chairman and chief executive duties due to unexpectedly poor 3rd quarter performance, mainly due to collateralized debt obligation, CDO and mortgage-backed security, MBS related losses, while still receiving a $38m pay package. Early life and education Charles Owen Prince III was born in Lynwood, California on 13 January 1950 to Charles Owen Prince II and Mary Doyle. Prince went to the University of Southern California USC Marshall School of Business, Marshall School of Business for his bachelor's degree, master's degree, and Juris Doctor. He continued his education, going on to receive a Master of Laws degree from Georgetown University Law Center. Career Prince start ...
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Duty Of Care
In tort law, a duty of care is a legal obligation that is imposed on an individual, requiring adherence to a standard of reasonable care while performing any acts that could foreseeably harm others. It is the first element that must be established to proceed with an action in negligence. The claimant must be able to show a duty of care imposed by law that the defendant has breached. In turn, breaching a duty may subject an individual to liability. The duty of care may be imposed ''by operation of law'' between individuals who have no ''current'' direct relationship (familial or contractual or otherwise) but eventually become related in some manner, as defined by common law (meaning case law). Duty of care may be considered a formalisation of the social contract, the implicit responsibilities held by individuals towards others within society. It is not a requirement that a duty of care be defined by law, though it will often develop through the jurisprudence of common law. Deve ...
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Re Barings Plc (No 5)
''Re Barings plc (No 5)'' 0001 BCLC 523 is a leading UK company law case, concerning directors' duties of care and skill. The case is formally identified and cited as "No 5", though some observers regard it as the sixth in the saga of litigation concerning Barings Bank. Facts Nick Leeson was a dishonest futures trader in Singapore for the Barings Bank. He traded in the front office and also did work, in breach of an internal audit recommendation, in the back office, auditing his own team's trades. This allowed him to effectively act as his own supervisor. Leeson abused this situation to secretly make increasingly large unauthorized trades on his employer's behalf. He fraudulently doctored the bank's accounts, and reported large profits, while trading at losses. After the 1995 Kobe earthquake, the stock market went into a downward spiral, and the truth of his losses was uncovered, bankrupting Barings Bank. The Secretary of State sought director disqualification orders under the ...
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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 ...
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Stone V
In geology, rock (or stone) is any naturally occurring solid mass or aggregate of minerals or mineraloid matter. It is categorized by the minerals included, its Chemical compound, chemical composition, and the way in which it is formed. Rocks form the Earth's outer solid layer, the Earth's crust, crust, and most of its interior, except for the liquid Earth's outer core, outer core and pockets of magma in the asthenosphere. The study of rocks involves multiple subdisciplines of geology, including petrology and mineralogy. It may be limited to rocks found on Earth, or it may include planetary geology that studies the rocks of other celestial objects. Rocks are usually grouped into three main groups: igneous rocks, sedimentary rocks and metamorphic rocks. Igneous rocks are formed when magma cools in the Earth's crust, or lava cools on the ground surface or the seabed. Sedimentary rocks are formed by diagenesis and lithification of sediments, which in turn are formed by the weathe ...
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In Re Caremark International Inc
IN, In or in may refer to: Places * India (country code IN) * Indiana, United States (postal code IN) * Ingolstadt, Germany (license plate code IN) * In, Russia, a town in the Jewish Autonomous Oblast Businesses and organizations * Independent Network, a UK-based political association * Indiana Northeastern Railroad (Association of American Railroads reporting mark) * Indian Navy, a part of the India military * Infantry, the branch of a military force that fights on foot * IN Groupe , the producer of French official documents * MAT Macedonian Airlines (IATA designator IN) * Nam Air (IATA designator IN) Science and technology * .in, the internet top-level domain of India * Inch (in), a unit of length * Indium, symbol In, a chemical element * Intelligent Network, a telecommunication network standard * Intra-nasal (insufflation), a method of administrating some medications and vaccines * Integrase, a retroviral enzyme Other uses * ''In'' (album), by the Outsiders, 1967 * In ...
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Chancellor Chandler
William Burton Chandler III is a former judge in the U.S. state of Delaware. He served as a resident judge on the Delaware Superior Court and as a Vice Chancellor and then Chancellor on the Delaware Court of Chancery. Chandler received his undergraduate degree from the University of Delaware and his law degrees from the University of South Carolina School of Law and the Yale Law School. He was an associate with Morris, Nichols, Arsht & Tunnell and served as Legal Counsel to former Governor Pete duPont. Chandler taught commercial law, legislative process, and remedies for two years at the University of Alabama School of Law. He is a member of the American Law Institute and the Delaware Bar Association. He served as Resident Judge of the Delaware Superior Court from 1985 to 1989. He was then appointed Vice Chancellor of the Delaware Court of Chancery in 1989 and Chancellor in 1997. On June 17, 2011, he retired as Chancellor and became a partner of the law firm of Wilson Sonsi ...
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Paul Krugman
Paul Robin Krugman ( ; born February 28, 1953) is an American economist, who is Distinguished Professor of Economics at the Graduate Center of the City University of New York, and a columnist for ''The New York Times''. In 2008, Krugman was the winner of the Nobel Memorial Prize in Economic Sciences for his contributions to New Trade Theory and New Economic Geography. The Prize Committee cited Krugman's work explaining the patterns of international trade and the geographic distribution of economic activity, by examining the effects of economies of scale and of consumer preferences for diverse goods and services. Krugman was previously a professor of economics at MIT, and later at Princeton University. He retired from Princeton in June 2015, and holds the title of professor emeritus there. He also holds the title of Centennial Professor at the London School of Economics. Krugman was President of the Eastern Economic Association in 2010, and is among the most influential economi ...
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Global Financial Crisis
Global means of or referring to a globe and may also refer to: Entertainment * ''Global'' (Paul van Dyk album), 2003 * ''Global'' (Bunji Garlin album), 2007 * ''Global'' (Humanoid album), 1989 * ''Global'' (Todd Rundgren album), 2015 * Bruno J. Global, a character in the anime series ''The Super Dimension Fortress Macross'' Companies and brands Television * Global Television Network, in Canada ** Global BC, on-air brand of CHAN-TV, a television station in Vancouver, British Columbia, Canada ** Global Okanagan, on-air brand of CHBC-TV, a television station in Kelowna, British Columbia, Canada ** Global Toronto, a television station in Toronto ** Global Edmonton ** Global Calgary ** Global Montreal ** Global Maritimes ** Canwest Global, former parent company of Global Television Network * Global TV (Venezuela), a regional channel in Venezuela Other industries * Global (cutlery), a Japanese brand * Global Aviation Holdings, the parent company of World Airways, Inc., and North A ...
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Citigroup
Citigroup Inc. or Citi (Style (visual arts), stylized as citi) is an American multinational investment banking, investment bank and financial services corporation headquartered in New York City. The company was formed by the merger of banking giant #Citicorp, Citicorp and financial conglomerate Travelers Group in 1998; Travelers was subsequently spun off from the company in 2002. Citigroup owns Citicorp, the holding company for Citibank, as well as several international subsidiaries. Citigroup is Delaware General Corporation Law, incorporated in Delaware. Citigroup is the List of largest banks in the United States, third largest banking institution in the United States; alongside JPMorgan Chase, Bank of America, and Wells Fargo, it is one of the Big Four (banking)#United States, Big Four banking institutions of the United States. It is considered a Systemically important financial institution, systemically important bank by the Financial Stability Board and is commonly cited as ...
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Subprime Debt
In finance, subprime lending (also referred to as near-prime, subpar, non-prime, and second-chance lending) is the provision of loans to people in the United States who may have difficulty maintaining the repayment schedule. Historically, subprime borrowers were defined as having FICO scores below 600, although this threshold has varied over time. These loans are characterized by higher interest rates, poor quality collateral, and less favorable terms in order to compensate for higher credit risk. Many subprime loans were packaged into mortgage-backed securities (MBS) and ultimately defaulted, contributing to the financial crisis of 2007–2008.Lemke, Lins and Picard, ''Mortgage-Backed Securities'', Chapter 3 (Thomson West, 2013 ed.). Defining subprime risk The term ''subprime'' refers to the credit quality of particular borrowers, who have weakened credit histories and a greater risk of loan default than prime borrowers. As people become economically active, records are cr ...
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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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