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Jerome W. Van Gorkom
Jerome William Van Gorkom (August 6, 1917 – March 17, 1998) was a United States businessman who was U.S. Under Secretary of State for Management 1982–83. He served as the CEO of TransUnion for eighteen years. Van Gorkom is probably best known as the named defendant in the landmark corporate law case of ''Smith v. Van Gorkom'', 488 A.2d 858 (Supreme Court of Delaware 1985), which involved the merger of TransUnion with the Marmon Group in 1980. Biography Jerome W. Van Gorkom was born in Denver, Colorado. He was educated at the University of Illinois at Urbana–Champaign, receiving a Bachelor of Science in 1939. He then attended the University of Illinois College of Law, receiving a Juris Doctor in 1941. After law school, Van Gorkom became an officer in the United States Navy Reserve, serving until the end of World War II in 1945. After the war, Van Gorkom became an associate attorney at the Chicago law firm of Kix, Miller, Baar & Morris. He stayed there only two years, leav ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Republican Party (United States)
The Republican Party, also referred to as the GOP ("Grand Old Party"), is one of the two major contemporary political parties in the United States. The GOP was founded in 1854 by anti-slavery activists who opposed the Kansas–Nebraska Act, which allowed for the potential expansion of chattel slavery into the western territories. Since Ronald Reagan's presidency in the 1980s, conservatism has been the dominant ideology of the GOP. It has been the main political rival of the Democratic Party since the mid-1850s. The Republican Party's intellectual predecessor is considered to be Northern members of the Whig Party, with Republican presidents Abraham Lincoln, Rutherford B. Hayes, Chester A. Arthur, and Benjamin Harrison all being Whigs before switching to the party, from which they were elected. The collapse of the Whigs, which had previously been one of the two major parties in the country, strengthened the party's electoral success. Upon its founding, it supported c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Arthur Andersen
Arthur Andersen was an American accounting firm based in Chicago that provided auditing, tax advising, consulting and other professional services to large corporations. By 2001, it had become one of the world's largest multinational corporations and was one of the "Big Five" accounting firms (along with Deloitte & Touche, Ernst & Young, KPMG and PricewaterhouseCoopers). The firm collapsed by mid-2002, as details of its questionable accounting practices for energy company Enron and telecommunications company Worldcom were revealed amid the two high-profile bankruptcies. The scandals were a factor in the enactment of the Sarbanes-Oxley Act of 2002. In 2002, just nine months after the scandal broke, the firm was found guilty of crimes in the auditing of Enron. By that time, Arthur Andersen had lost most of its business and two-thirds of its 28,000 employees, and was facing multi-million dollar lawsuits. On August 31, 2002, the company surrendered its licenses to practice as c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Directors And Officers Liability Insurance
Directors and officers liability insurance (also written directors' and officers' liability insurance; often called D&O) is liability insurance payable to the directors and officers of a company, or to the organization itself, as indemnification (reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for alleged wrongful acts in their capacity as directors and officers. Such coverage may extend to defense costs arising from criminal and regulatory investigations or trials as well; in fact, often civil and criminal actions are brought against directors and officers simultaneously. Intentional illegal acts, however, are typically not covered under D&O policies. It has become closely associated with broader management liability insurance, which covers liabilities of the corporation itself as well as the personal liabilities for the directors and officers of the corporation. Background The insurance ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Grossly Negligent
Gross negligence is the "lack of slight diligence or care" or "a conscious, voluntary act or omission in reckless disregard of a legal duty and of the consequences to another party." In some jurisdictions a person injured as a result of gross negligence may be able to recover punitive damages from the person who caused the injury or loss. Negligence is the opposite of diligence, or being careful. The standard of ordinary negligence is what conduct deviates from the proverbial "reasonable person". By extension, if somebody has been grossly negligent, that means they have fallen so far below the ordinary standard of care that one can expect, to warrant the label of being "gross". Gross negligence may thus be described as reflecting "the want of even slight or scant care", falling below the level of care that even a careless person would be expected to follow. While some jurisdictions equate the culpability of gross negligence with that of recklessness, most differentiate it from sim ... [...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] |
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] |
Fiduciary Duty
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trust ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholders
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liability ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Senate Confirmation
Advice and consent is an English phrase frequently used in enacting formulae of bills and in other legal or constitutional contexts. It describes either of two situations: where a weak executive branch of a government enacts something previously approved of by the legislative branch or where the legislative branch concurs and approves something previously enacted by a strong executive branch. General The concept serves to moderate the power of one branch of government by requiring the concurrence of another branch for selected actions. The expression is frequently used in weak executive systems where the head of state has little practical power, and in practice the important part of the passage of a law is in its adoption by the legislature. United Kingdom In the United Kingdom, a constitutional monarchy, bills are headed: BE IT ENACTED by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this presen ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Chicago Public Schools
Chicago Public Schools (CPS), officially classified as City of Chicago School District #299 for funding and districting reasons, in Chicago, Illinois, is the third-largest school district in the United States, after New York and Los Angeles. For the 2020–21 school year, CPS reported overseeing 638 schools, including 476 elementary schools and 162 high schools; of which 513 were district-run, 115 were charter school A charter school is a school that receives government funding but operates independently of the established state school system in which it is located. It is independent in the sense that it operates according to the basic principle of autono ...s, 9 were contract schools and 1 was a SAFE school. The district serves 340,658 students. Chicago Public School students attend a particular school based on their area of residence, except for charter, magnet, and selective enrollment schools. The school system reported a graduation rate of 82.5% for the 2019–20 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Illinois
Illinois ( ) is a U.S. state, state in the Midwestern United States, Midwestern United States. Its largest metropolitan areas include the Chicago metropolitan area, and the Metro East section, of Greater St. Louis. Other smaller metropolitan areas include, Peoria metropolitan area, Illinois, Peoria and Rockford metropolitan area, Illinois, Rockford, as well Springfield, Illinois, Springfield, its capital. Of the fifty U.S. states, Illinois has the List of U.S. states and territories by GDP, fifth-largest gross domestic product (GDP), the List of U.S. states and territories by population, sixth-largest population, and the List of U.S. states and territories by area, 25th-largest land area. Illinois has a highly diverse Economy of Illinois, economy, with the global city of Chicago in the northeast, major industrial and agricultural productivity, agricultural hubs in the north and center, and natural resources such as coal, timber, and petroleum in the south. Owing to its centr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
