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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 ...
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Case Law
Case law, also used interchangeably with common law, is law that is based on precedents, that is the judicial decisions from previous cases, rather than law based on constitutions, statutes, or regulations. Case law uses the detailed facts of a legal case that have been resolved by courts or similar tribunals. These past decisions are called "case law", or precedent. ''Stare decisis''—a Latin phrase meaning "let the decision stand"—is the principle by which judges are bound to such past decisions, drawing on established judicial authority to formulate their positions. These judicial interpretations are distinguished from statutory law, which are codes enacted by legislative bodies, and regulatory law, which are established by executive agencies based on statutes. In some jurisdictions, case law can be applied to ongoing adjudication; for example, criminal proceedings or family law. In common law countries (including the United Kingdom, United States, Canada, Australia and Ne ...
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Puma V
Puma or PUMA may refer to: Animals * ''Puma'' (genus), a genus in the family Felidae ** Puma (species) or cougar, a large cat Businesses and organisations * Puma (brand), a multinational shoe and sportswear company * Puma Energy, a mid- and downstream oil company * People United Means Action, originally named "Party Unity My Ass", a political action committee during the 2008 U.S. presidential election Languages * Puma language, a language of Nepal * Teanu language or Puma, a language of the Solomon Islands People * Carlos Landín Martínez, El Puma, Mexican drug lord * José Luis Rodríguez (born 1943), El Puma, Venezuelan singer and actor * Puma King (born 1990), Puma, Mexican wrestler * Puma Swede (born 1976), Swedish pornographic actress * Ricochet (wrestler) (born 1988), Puma, American wrestler * T. J. Perkins (born 1984), Puma, American wrestler * Puma Jones member of Black Uhuru Places * Puma (village), Solomon Islands * Puma (Tanzanian ward) Sports * Pumas ( ...
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Dodge V
Dodge is an American brand of automobiles and a division of Stellantis, based in Auburn Hills, Michigan. Dodge vehicles have historically included performance cars, and for much of its existence Dodge was Chrysler's mid-priced brand above Plymouth. Founded as the Dodge Brothers Company machine shop by brothers Horace Elgin Dodge and John Francis Dodge in the early 1900s, Dodge was originally a supplier of parts and assemblies to Detroit-based automakers like Ford. They began building complete automobiles under the "Dodge Brothers" brand in 1914, predating the founding of Chrysler Corporation. The factory located in Hamtramck, Michigan was the Dodge main factory from 1910 until it closed in January 1980. John Dodge died from the Spanish flu in January 1920, having lungs weakened by tuberculosis 20 years earlier. Horace died in December of the same year, perhaps weakened by the Spanish flu, though the cause of death was cirrhosis of the liver. Their company was sold by their fam ...
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Miller V
A miller is a person who operates a mill, a machine to grind a grain (for example corn or wheat) to make flour. Milling is among the oldest of human occupations. "Miller", "Milne" and other variants are common surnames, as are their equivalents in other languages around the world (" Melnyk" in Russian, Belorussian & Ukrainian, " Meunier" in French, " Müller" or "Mueller" in German, "Mulder" and "Molenaar" in Dutch, "Molnár" in Hungarian, "Molinero" in Spanish, "Molinaro" or "Molinari" in Italian etc.). Milling existed in hunter-gatherer communities, and later millers were important to the development of agriculture. The materials ground by millers are often foodstuffs and particularly grain. The physical grinding of the food allows for the easier digestion of its nutrients and saves wear on the teeth. Non-food substances needed in a fine, powdered form, such as building materials, may be processed by a miller. Quern-stone The most basic tool for a miller was the quern ...
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Unocal Corp
Union Oil Company of California, and its holding company Unocal Corporation, together known as Unocal was a major petroleum explorer and marketer in the late 19th century, through the 20th century, and into the early 21st century. It was headquartered in El Segundo, California, United States. Unocal was involved in domestic and global energy projects. Unocal was one of the key players in the CentGas consortium, which attempted to build the Trans-Afghanistan Pipeline to run from the Caspian area, through Afghanistan, to the Indian Ocean, at a time after the Taliban siege of Kabul in 1996. On August 10, 2005, Unocal merged its entire upstream petroleum business with Chevron and became a wholly-owned subsidiary. Unocal then ceased operations as an independent company, but continues to conduct many operations as Union Oil Company of California, a Chevron company. History The Union Oil Company of California was founded on October 17, 1890, in Santa Paula, California, by Lyman ...
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Plaintiff
A plaintiff ( Π in legal shorthand) is the party who initiates a lawsuit (also known as an ''action'') before a court. By doing so, the plaintiff seeks a legal remedy. If this search is successful, the court will issue judgment in favor of the plaintiff and make the appropriate court order (e.g., an order for damages). "Plaintiff" is the term used in civil cases in most English-speaking jurisdictions, the notable exceptions being England and Wales, where a plaintiff has, since the introduction of the Civil Procedure Rules in 1999, been known as a "claimant" and Scotland, where the party has always been known as the "pursuer". In criminal cases, the prosecutor brings the case against the defendant, but the key complaining party is often called the "complainant". In some jurisdictions, a lawsuit is commenced by filing a summons, claim form or a complaint. These documents are known as pleadings, that set forth the alleged wrongs committed by the defendant or defendants with a de ...
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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 ...
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Guth V
Guth is a surname. Notable people with the surname include: * Alan Guth (born 1947), American cosmologist * Alfred Guth (1908–1996), Austrian-born American water polo player, swimmer, and Olympic modern pentathlete * Amy Guth, American radio host and writer * Bucky Guth (born 1966), American baseball player * Charles Guth (1876–1948), American businessman * Charlie Guth (1856–1883), American baseball player * Claus Guth (born 1964) German theatre director, focused on opera * Dana Guth (born 1970), German politician * Eugene Guth (1905–1990), Hungarian-American physicist * Jean Baptiste Guth (1883–1921), French painter and illustrator * John Guth (born 1981), American poker player * Joseph P. Guth (1860–1928), American architect * Larry Guth (born 1977), mathematician * Louis D. Guth (1857–1939), American businessman and politician * Paul Guth (1910–1997), French humorist and writer * Raymond Guth (1924–2017), American film and television actor * William West ...
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Negligence
Negligence (Lat. ''negligentia'') is a failure to exercise appropriate and/or ethical ruled care expected to be exercised amongst specified circumstances. The area of tort law known as ''negligence'' involves harm caused by failing to act as a form of ''carelessness'' possibly with extenuating circumstances. The core concept of negligence is that people should exercise reasonable care in their actions, by taking account of the potential harm that they might foreseeably cause to other people or property. Someone who suffers loss caused by another's negligence may be able to sue for damages to compensate for their harm. Such loss may include physical injury, harm to property, psychiatric illness, or economic loss. The law on negligence may be assessed in general terms according to a five-part model which includes the assessment of duty, breach, actual cause, proximate cause, and damages. Elements of negligence claims Some things must be established by anyone who wants to sue in ...
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Gross Negligence
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 ...
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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 ...
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Duty Of Loyalty
The duty of loyalty is often called the cardinal principal of fiduciary relationships, but is particularly strict in the law of trusts. In that context, the term refers to a trustee's duty to administer the trust solely in the interest of the beneficiaries, and following the terms of the trust. It generally prohibits a trustee from engaging in transactions that might involve self-dealing or even an appearance of conflict of interest. Furthermore, it requires a fiduciary to deal with transparency regarding material facts known to them in interactions with beneficiaries. Duty of loyalty in corporation law to describe a fiduciary's "conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own."''Corporations.'' Fifth Edition. Examples and Explanations. Alan R. Palmiter. ASPEN. New York. p. 192. "Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information for personal gain." It i ...
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