Breach of Duty Orm Jenkins Jr Grantham University In 1993, Dweck and Nasser (Chairman and controlling shareholder of Kids) and others purchased the assets of EJ Gitano. As part of the transaction, Kids was formed and designated for tax purposes as a Subchapter S Corporation so Kids' profits would be attributed pro rata to Kids stockholders (originally only Nasser). In 1994, Taxin joined Kids as Vice President
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the nature of the moral obligations that have been violated.” Heath, J. (2009) In approaching this task, I must clearly state that without any doubt, I agree Mr. John Anderson violated International Widgets’ Code of Ethics, he compromised the fiduciary relationship, and he should be punished. On more than one level Mr. Anderson violated the Ethics policy that he signed and agreed to. International Widgets’ Code of Ethics clearly states: * “Confidentiality -We are committed to maintaining
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Supreme Court has stated, “there is no single blueprint that a board must follow to fulfill its [Revlon] duties” (citation). After the Smurfit-Stone case, it became clear that board did not need to do a pre-signing market check to fulfill their fiduciary duties. Therefore, “go-shop” provisions have been used more often in place of pre-market checks. Go-shop clauses are a provision that allows the target company to solicit competing proposals for a certain amount of time after they have signed
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the shareholders alleged a breach of fiduciary duty by the directors in connection with a program of radio advertising. In the second, they alleged a breach of fiduciary duty relating to payments made to a corporate vice-president and director. However, the court did not fine these to be so therefore dismisses the action. Joan can not bring against board for breach of contract as a shareholder but breach of contract violation nor fiduciary duties. The fiduciary must subordinate his individual and
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CASE ANALYSIS QUESTION 1 From the legal perspective, were there any abuses of power by the management and breach of fiduciary on the part of the directors? In our opinion, there are abuses of power by the management in the company of Delima Enterprise Sdn Bhd. The management should act in the best interest of the company not the best interest of the director. For example in this case, the management uses their power to withdrawals several money from the company without proper documentation. It is
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Case 3.7 Exxon-XTO Merger 1. The lawsuit filed by the Shareholders Foundation alleged that the board of directors of XTO breached its fiduciary duties. What are the fiduciary duties of the board? Identify the duties allegedly violated in the XTO case. Do you think the board acted in accordance with a shareholder or stewardship perspective? The fiduciary duties of the board are to act with loyalty in the best interests of the corporation and shareholders and make independent judgments. The duties
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proposal to the Board of Directors for a complete restructuring of the firm due to financial distress and a hefty current debt burden. While restructuring seems promising to executives, there are serious ethical considerations at hand regarding the fiduciary duty of management to both shareholders and debtholders. In theory, Project Chariot is a leveraged buyout that would diminish the value of Marriott’s current debt and distribute it to existing shareholders who may realize capital gains from stock
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and… takes the necessary steps to accomplish that purpose. In the end, Candy is seeks to negotiate a contract for the company before it is formed. As a promoter, Candy owes duties to the company, as shall now be discussed. There are five main fiduciary duties as follow. The first important point is promoter cannot make a secret profit during the expense of the company. The second is the promoter not to though a nominee to conceal personal interests. Next, the promoter not discloses confidential
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knowledge of its falsify, with the intent to deceive the creditor, and where the creditor justifiably relies on the representation to its detriment. Analysis : The Court held that: a) No express trust existed with respect to Mr. Romano's fiduciary duty to Farley and
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Musafia Compliance Plan – Riordan International Law Riordan currently has a joint venture with a small consortium of Chinese nationals in China. The joint venture project produces plastic fan parts in Hangzhou, China. Riordan shall meet all fiduciary duties of loyalty and care in this joint venture as it is liable for damages for any breaches caused. Riordan shall adhere to the regulatory laws of China regarding how the operations in Hangzhou are run. Riordan shall ensure compliance in this
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