Relevant Facts Joan sits on the board of directors of ManBank, a large publicly held bank in New York City. A friend of Joan’s, Bob tells her, “I have a dream… I’m looking to start a new airline, but . . . all I need is $300 million.” Joan researches further into Bob’s background and notices he has worked as an assistant regional manager for 12 years at an airline and increased their sales by 28% during his time there. Joan brings this info to the board of directors and they accept. Unfortunately, Bob’s airline goes bankrupt in three years, defaults on the loan and the bank can only recover $150 million. The shareholders are now bringing a derivative lawsuit against Joan for breach of her fiduciary duty of care.
Issues
Are Joan’s actions done in good faith
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Bennett, 47 N.Y.2d 619 (N.Y. 1979) states, “the responsibility for business judgments must rest with the corporate directors; their individual capabilities and experience peculiarly qualify them for the discharge of that responsibility.” In other words, the court will allow some leeway in their corporate decisions due to their background and experience so the business judgment rule will apply. This case presents a three-person select committee that serves on behalf of the entire board of directors to handle special litigation for this corporation. A shareholder’s derivative action was brought against four of the board of directors in which this special litigation committee decided to terminate it. The shareholder’s felt this was unfair since the three-person committee is not a full representation of the board and the shareholders therefore, they should not be able to make those decisions. The three-person committee is unaffiliated with the 15 member board to keep decisions of the corporation fair. The court of appeals found no evidence proving the three-person committee was not unable to represent the full board and is protected by their decisions under the business judgment
Section 180 says that a person must perform his duties with care and diligence that a director of a company in same position and situation would perform. In this case, the board member negligently made a financial report and was shown profit instead of loss. Harvey one of the directors could not show the errors in the board while James who is also a non-executive director did not ask any questions regarding the
Competitive advantage - Nundies is an innovative product which provides an alternative to visible panty lines; no other company produces the same type of product
(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to
Meanwhile, company officials say they still plan to request a hearing before an administrative law judge instead of the district board. The judge’s decision would be non-binding but could be used in a lawsuit if the board acted against his or her findings.
“I don’t care about the girl! Do you have any idea what he will do to that company if he has full control?”
This case shows that Shaffer filed a shareholder’s derivative suit in Delaware state court against Heitner and 28 corporate officers for violating their duties while in Oregon resulting in corporate liability for lots of damages in an antitrust suit, plus a fine in criminal actions. In demand, he filed motion for possession of Delaware property of the defendants. Heither didn’t sign residency in Delaware and owned one share of Greyhound stock. Heither filed for motion legal possession of Greyhound’s stock owned by 21 of the corporate officers in order to keep quasi-in-rem jurisdiction. Delaware’s statute allowed assets in the state to be seized by the court to keep personal ownership. Shaffer challenged the court’s jurisdiction on obtaining
In all criminal cases, Defendants have the right to Due Process of law and essentially has the right to waive their presence during their trial. In Kathy Robert’s case she was bound and gagged but not removed from the court entirely. In State v. Lee, Lee was first removed from the court after several interruptions before being handcuffed and gagged. There are three constitutionally acceptable ways to approach a disruptive defendant. However; Binding and gagging should be the last resort for the judge. First, the judge should cite the defendant for contempt of court if continued interruptions occur. If the defendant remains disrespectful and disruptive they lose their right to be present at the trial and the judge may remove them from the court until they can control themselves such as the judge did in State v. Lee. After both actions have been dealt and the defendant is belligerent then the judge may bind and gag
This research report documents the findings of an empirical study of judicial findings (of superior courts) relating to the duty to prevent insolvent trading. The duty to prevent insolvent trading is the most controversial of the duties imposed upon company directors.
Drake Mcbride is the president of the RDEC. He is the youngest of his wealthy father Mr. Mcbride. He got tons of money for him to start many companies, but only to ruin them or go bankrupt. The RDEC was his last chance, he hired someone name Jimmy lee Bayliss as his protect manger, Their business is located in Naples, FL. Together they had a very interesting way to get rich. “ Have you checked the price of gas Dad?” Drake said to his Dad “Only an idiot can lose money to an oil business”. “ You said the same damn thing when you were selling real estate” replied his father coldly.
People often question whether corporate boards matter because their day-today impact is difficult to observe. But, when things go wrong, they can become the center of attention. Certainly this was true of the Enron, Worldcom, and Parmalat scandals. The directors of Enron and Worldcom, in particular, were held liable for the fraud that occurred: Enron directors had to pay $168 million to investor plaintiffs, of which $13 million was out of pocket (not covered by insurance); and Worldcom directors had to pay $36 million, of which $18 million was out of pocket. As a consequence of these scandals and ongoing concerns about corporate governance, boards have been at the center of the policy
In large corporations the success or failure of the company is the responsibility of the board of directors. According to Richard DeGeorge, “The members of the board are responsible to the shareholders for the selection of honest, effective managers, and especially for the selection for the CEO and of the president of the corporation.” (p. 202). The board members have a moral responsibility to ensure the corporation is run honestly, in respect to its major policies, and to ensure the interests of the shareholders are satisfied. The next responsibility within a corporation is the responsibility management has to its board of directors. DeGeorge writes, “It must inform the board of its actions, the decisions it makes or the decisions to be made, the financial condition of the firm, its successes and failures, and the like.” (p. 202). The management of the corporation is morally obligated to
Bob’s investigation into the Quality Lumber sale eventually got back to his boss, John White. John White is a known community leader and holds the position as the director of White Lumber Company (WLC). John decided to offer Hopkins a job as a trader after getting acquainted with Bob while a customer at the commercial bank Bob worked to after graduating college. John sees the talent Hopkins possess and knew he would contribute to the company’s
Usually in corporations there is a clear distinction between the people who take critical decision – Board of Directors – and the people who actually execute the decisions – management. In FBM, many managers were also part of the Board. This arises conflicts of interest. This should be avoided.
This case study begins with Paul Kennedy on a slow morning commute in Cleveland. During his drive, he’s worried about his wife and family, his boss, his associate, a stranger in a nearby vehicle, and even about the state of the Cleveland Browns. He is also excited about his plans to expand Daner Associates into the European market and his impending promotion to CEO. But when Paul meets with his boss, Larry, that afternoon, he discovers that he has been misreading signals. Larry is actually considering Paul for the number two role in the company and considering promoting another Daner executive, George, into the CEO position.
This case details the position of Carol Sullivan-Diaz, the 28-year-old daughter of Walter Sullivan who died at the age of 56. Walter had bought a Ford dealership in 1983 that eventually grew into what is now Sullivan Ford Auto World. The business sells cars but also services them. Carol is disappointed by current turnover in car sales and sees that the service revenues are below average for this size of dealership. Carol’s now has to decide what way to tackle the future. She can sell the business but will probably only return a value below what it might be worth if profitable or she can look at the operation and see if she can turn it around herself. While she has a bachelor’s degree in economics, an MBA degree and a