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Lacos Land Co V Arden Group Inc
''Lacos Land Co v Arden Group, Inc'', 517 A 2d 271 (Del Ch 1986) is a US corporate law case, concerning Coercion, coercive tactics by a board of directors in pursuing charter amendments. Facts A new class B with ten votes per share, entitled to elect 75% of the Arden board was proposed by the major shareholder and CEO, Bernard Briskin. B shares would have reduced dividend rights and limits on transfers. All Arden shareholders could exchange their common shares for the new class B shares. Lacos Land Co sought an injunction, arguing it was merely a device to transfer control to Mr Briskin, because only Mr Briskin would be likely to take up the offer. 64% of votes were in favour, 14% were against from common stock and 74% in favour of preferred stock, half of which was on direction by management. Judgment Chancellor Allen held that the amendments were voidable because (1) Briskin had threatened to block Financial transaction, transactions that were in the company's interests if the ... [...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] |
Corporation
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e. by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: by whether they can issue stock, or by whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this article) or '' sole'' (a legal entity consisting of a single incorporated office occupied by a single natural person). One of the most att ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lehrman V
Lehrman is a surname. Notable people with the surname include: * Cassidy Lehrman (born 1992), American actress *Daniel S. Lehrman (1919–1972), American naturalist, animal psychologist, ornithologist and comparative psychologist *Debra Lehrmann (born 1956), American jurist * Gregg Lehrman, American composer, music producer and songwriter * Henry Lehrman (1881–1946), American actor, screenwriter and film director and producer * Leonard Lehrman (born 1949), American composer *Lewis Lehrman (born 1938), investment banker, supports the study of American history from a conservative perspective *Robert Lehrman, American novelist, commentator, speechwriter, Democratic aide, and teacher See also * * Lehrmann * Lerman (other) *Gerson Lehrman Group (GLG), founded in 1998 and headquartered in New York City, independent consulting services *Gilder Lehrman Center for the Study of Slavery, Resistance, and Abolition The Whitney and Betty MacMillan Center for International and Are ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Providence And Worcester Co
Providence often refers to: * Providentia, the divine personification of foresight in ancient Roman religion * Divine providence, divinely ordained events and outcomes in Christianity * Providence, Rhode Island, the capital of Rhode Island in the United States Providence may also refer to: Entertainment Film and television * ''Providence'' (1977 film), a French/Swiss film directed by Alain Resnais * ''Providence'' (2023 film), an American mystery comedy * ''Providence'' (American TV series), a 1999–2002 NBC television series * ''Providence'' (Canadian TV series), a 2005–2011 Radio-Canada television series * Providence (''The X-Files''), a 2002 episode of the television series ''The X-Files'' * Providence (''Agents of S.H.I.E.L.D.''), a 2014 episode of American TV series ''Agents of S.H.I.E.L.D.'' * Providence, a government organization in the show '' Generator Rex'' * HMS ''Providence'', a Royal Navy warship from the 2011 film '' Pirates of the Caribbean: On Stranger ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Capital Structure
In corporate finance, capital structure refers to the mix of various forms of external funds, known as capital, used to finance a business. It consists of shareholders' equity, debt (borrowed funds), and preferred stock, and is detailed in the company's balance sheet. The larger the debt component is in relation to the other sources of capital, the greater financial leverage (or gearing, in the United Kingdom) the firm is said to have. Too much debt can increase the risk of the company and reduce its financial flexibility, which at some point creates concern among investors and results in a greater cost of capital. Company management is responsible for establishing a capital structure for the corporation that makes optimal use of financial leverage and holds the cost of capital as low as possible. Capital structure is an important issue in setting rates charged to customers by regulated utilities in the United States. The utility company has the right to choose any capital str ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Anti-takeover
In business, a takeover is the purchase of one company (law), company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the mergers and acquisitions, acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offers. It can also include shares in the new company. Types Friendly A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an tender offer, offer for another company, it usually first informs the company's board of directors. In an ideal world, if the board feels that accepting the offer serves th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
General Investment Co V Bethlehem Steel Corp
A general officer is an officer of high rank in the armies, and in some nations' air forces, space forces, and marines or naval infantry. In some usages the term "general officer" refers to a rank above colonel."general, adj. and n.". OED Online. March 2021. Oxford University Press. https://www.oed.com/view/Entry/77489?rskey=dCKrg4&result=1 (accessed May 11, 2021) The term ''general'' is used in two ways: as the generic title for all grades of general officer and as a specific rank. It originates in the 16th century, as a shortening of '' captain general'', which rank was taken from Middle French ''capitaine général''. The adjective ''general'' had been affixed to officer designations since the late medieval period to indicate relative superiority or an extended jurisdiction. Today, the title of ''general'' is known in some countries as a four-star rank. However, different countries use different systems of stars or other insignia for senior ranks. It has a NATO ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary
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] |
Proxy Statement
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors. Contents The statement includes: *Voting procedure and information. * Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts in interest. * Board compensation. * Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company aircraft, travel, and tax gross-ups. Many companies will also include pre-determined payo ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Coercion
Coercion () is compelling a party to act in an involuntary manner by the use of threats, including threats to use force against a party. It involves a set of forceful actions which violate the free will of an individual in order to induce a desired response. These actions may include extortion, blackmail, or even torture and sexual assault. For example, a bully may demand lunch money from a student where refusal results in the student getting beaten. In common law systems, the act of violating a law while under coercion is codified as a duress crime. Coercion can be used as leverage to force the victim to act in a way contrary to their own interests. Coercion can involve not only the infliction of bodily harm, but also psychological abuse (the latter intended to enhance the perceived credibility of the threat). The threat of further harm may also lead to the acquiescence of the person being coerced. The concepts of coercion and persuasion are similar, but various factors ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
