Indemnification for Corporation’s Directors and Officers

It is becoming harder and harder to persuade someone to be a director of a corporation in some sense that they will be liable for their misconduct in management and monetary damages. A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of […]

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Legalzoom is the easiest way to create a company entity.

LegalZoom has helped more businesses get off the ground than anyone in the U.S. Sometimes, you want to start a business, but the regulations or the corporation entity issues stop you. There is a bunch of company helping new entrepreneurs start their new business from the formation of entity out there. But you might find […]

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De Facto Merger

The difference between merger which gives the shareholders the right of appraisal and dissenting and transaction (sale of assets), which could be more preferable due to the lesser requirement and the absence of appraisal right of shareholders, was obvious, but thanks to tactics given by lawyers and accountants the difference has become uneasy to spot. […]

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How To Get A Helpful Tax Attorney

Dealing with tax disputes can be tough if you don’t have any law knowledge. Thus, you really need a helpful tax attorney or other tax professional, but then how to get a helpful attorney is another problem. Actually, you can find a bunch of helpful and professional tax attorney through the Internet, and it’s just […]

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Common Situations Where Bad Faith Can Be Found As Grounds for Claiming Breach of Loyalty And Rebut BJR.

In order to support a claim for breach of fiduciary duty, the claimant must rebut the BJR. BJR (business judgment rule) is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the […]

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When will spring-loaded stock options in a incentive plan be breach of fiduciary duty of directors?

In Re Tyson Foods, Inc. A director who intentionally uses inside knowledge not available to shareholders in order to enrich employees while avoiding shareholder-imposed requirements cannot, in my opinion, be said to be acting loyally and in good faith as a fiduciary. in order to show a spring-loaded option issued by a disinterested and independent […]

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Smith v. Van Gorkom—informed decisionmaking

Smith v. Van Gorkom Facts: Van Gorkom was the director and chairman of Tran Unions for years. Although TU keeps making profits, it still lacks some taxable incomes. So they decided to merge TU with another corporate which is wholly held by Pritzker, and they entered into a merger agreement in which Pritzeker buy out […]

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Shareholders’ burden of proof for charging director breaching of fiduciary duty.

the shareholders have to show: the directors know or should have known that violations of law were occurring and, in either event, the directors took no steps in a good faith effort to prevent or remedy that situation, and such failure proximately resulted in the losses complained.

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Corporate Fiduciary Duties – Business Judgment

The Board of Directors should satisfy their Duty of Care, which partly constituted of reasonable business judgment. Both Delaware Corporate Law and Modern Corporate Law allows a harbor rule for directors to make their business judgment decision freely without too much concerns about being charged.  But, they still must reasonably make their judgment in the […]

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