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Smith V. Van Gorkom
''Smith v. Van Gorkom'' 488 A.2d 858 ( Del. 1985) is a United States corporate law case of the Delaware Supreme Court, discussing a director's duty of care. It is often called the "Trans Union case". ''Van Gorkom'' is sometimes referred to as the most important case regarding business organizations because it shows a unique scenario when the board is found liable even after applying the business judgment rule. The decision "stripped corporate directors and officers of the protective cloak formerly provided by the business judgment rule, rendering them liable for the tort of gross negligence for the violation of their duties under the rule." Facts The case involved a proposed leveraged buy-out merger of TransUnion by Marmon Group which was controlled by Jay Pritzker.Ribstein, L. E., & Letsou, P. V. (2003). Business associations. Analysis and skills series. ew York, N.Y. M. Bender. Defendant Jerome W. Van Gorkom, who was TransUnion's chairman and CEO, chose a proposed price of $55 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Delaware
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Leveraged Buyout
A leveraged buyout (LBO) is one company's acquisition of another company using a significant amount of borrowed money (leverage) to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company. The use of debt, which normally has a lower cost of capital than equity, serves to reduce the overall cost of financing the acquisition. The cost of debt is lower because interest payments often reduce corporate income tax liability, whereas dividend payments normally do not. This reduced cost of financing allows greater gains to accrue to the equity, and, as a result, the debt serves as a lever to increase the returns to the equity. The term LBO is usually employed when a financial sponsor acquires a company. However, many corporate transactions are partially funded by bank debt, thus effectively also representing an LBO. LBOs can have many different forms such as management buyout (MBO), ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware State Case Law
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 ur ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lynn A
Lynn may refer to: People and fictional characters * Lynn (given name), including a list of people and fictional characters * Lynn (surname) * The Lynns, a 1990s American country music duo consisting of twin sisters Peggy and Patsy Lynn * Lynn (voice actress), Japanese voice actress Places Canada * Lynn Lake, Manitoba, a town and adjacent lake * Lynn, Nova Scotia, a community * Lynn River, Ontario Ireland * Lynn (civil parish), County Westmeath United Kingdom * King's Lynn is a seaport in Norfolk, England, about 98 miles north of London United States * Lynn, Alabama, a town * Lynn, Arkansas, a town * Lynn, Oakland, California, a former settlement * Lynn, Indiana, a town * Lynn, Massachusetts, a city ** Lynn (MBTA station) * Lynn, Nebraska, an unincorporated community * Lynn, Ohio, an unincorporated community * Lynn, Susquehanna County, Pennsylvania, an historic community now part of Springville in Susquehanna County, Pennsylvania Susquehanna County is a count ... [...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] |
Pritzker Family
The Pritzker family is an American family engaged in entrepreneurship and philanthropy, and List of wealthiest families, one of the wealthiest families in the United States of America (staying in the top 10 of ''Forbes'' magazine's "America's Richest Families" list since the magazine began such listings in 1982). Its fortune arose in the 20th century—particularly through the founding and expansion of the Hyatt hotel corporation. Family members still largely own Hyatt, and prior to its sale to Berkshire Hathaway, the Marmon Group, a conglomerate of manufacturing and industrial service companies. Their holdings also have included the Superior Bank of Chicago (which collapsed in 2001), the TransUnion credit bureau, Braniff (1983–1990), Braniff airlines, ''McCall's'' magazine, and the Royal Caribbean International, Royal Caribbean cruise line. The Pritzker family is of Jewish descent, and based in Chicago, Illinois. Family fortune In 1995, Jay Pritzker, the cofounder of Hyatt, ste ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Daniel Fischel
Daniel R. Fischel (born December 10, 1950) is the emeritus Lee and Brena Freeman Professor of Law and Business and former Dean of University of Chicago Law School. He co-founded Compass Lexecon, Lexecon, and is now chairman and president of Compass lexecon, Compass Lexecon. Early life and education Fischel was born in New York City. He graduated from Cornell University in 1972, and received a Master of Arts in American history from Brown University in 1974. Fischel received his Juris Doctor ''cum laude'' from the University of Chicago Law School in 1977, where he was comment editor of the University of Chicago Law Review, law review and elected to the Order of the Coif. Career After graduation, Fischel clerked for Judge Thomas E. Fairchild of the Seventh Circuit Court of Appeals and Justice Potter Stewart of the Supreme Court of the United States. He taught at Northwestern University Law School from 1980 to 1983, the last year of which he was a visiting professor at his alma mate ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware General Corporation Law
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. Adopted in 1899, the statute has since seen Delaware become the most important jurisdiction in United States corporate law. Delaware is considered a corporate haven because of its business-friendly corporate laws compared to most other U.S. states. Over half of publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange) and 66% of the ''Fortune'' 500, including Walmart, the world's largest company by revenue, are incorporated (and therefore have its domicile for service of process purposes) in the state. History Delaware acquired its status as a corporate haven in the early 20th century. Following the example of New Jersey, which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York, Delaware adopted on M ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Directors And Officers' 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] |
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] |
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] |
