Revlon v. McAndrews & Forbes: Less than a year later, the Delaware Supreme Court circumscribed directors’ freedom of action by holding in this case that, once a sale is in progress, the director’s duty switches from protection or maintenance of the corporate enterprise to obtaining ‘’the highest price for the benefit of the shareholders. In other words, once directors understand that the takeover will be successful, their duty is simply to obtain the best price for the shareholders.
The first precedents of the Delaware Supreme Court show that the standards were reluctant to the permissiveness in adopting defensive measures. Rather, the courts preferred the passivity of the board. However, 4 years later the standards changed when the Court relaxed the reins that had been tightened in Unocal and Revlon.
Paramount Inc. v. Time Inc.: The court gave more leeway to directors in deciding on defensive measures, even after it was inevitable that the target would be sold. The court held that directors of target could consider factors other than money values of the offers, including the amount of information available to shareholders, the conditions attached to the offers, and the timing. These factors might justify defensive measures. These defenses were called ‘’just say no defenses’’. They refer to the ability of directors to simply reject takeovers for the purpose of protecting the constituencies of the company.
Unitrin v. American General: The Supreme Court of Delaware expanded
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It is often believed that the relationship between certainty and flexibility in judicial precedent has struck a fine line between being necessary and being precarious. The problem is that these two concepts of judicial precedent are seen as working against each other and not in tandem. There is proof, however, that as contrasting as they are on the surface they are actually working together to achieve one common goal.
Around November 2008, Dillard’s engaged in unlawful employment practices at its Cary, North Carolina location in violation of the Age Discrimination of Employment Act when it terminated Virginia Keene, a 61 year old woman, from her position ("Dillard 's sued by EEOC for age discrimination", 2010). She was an Area Sales Manager and was in charge of the Children’s and Accessories Departments and oversaw the sales associates who worked in her two departments. While she worked at Dillard’s, her managers repeatedly made verbal remarks to the fact that she was much older than the other five Area
In determining whether a genuine issue of the material fact whether a genuine issue of material fact occurs regarding the reasonableness of the requested accommodation, we first examine whether Turners facial presenting that her proposed accommodation is possible. If appellant has made out a prima facie showing, the load then shifts to prove a favorable defense, that the accommodations requested by Turner are unreasonable or would cause an undue hardship on the employer. In contrast, If Turner has satisfied her initial burden, Turners proposed accommodation seems practical. At this time, Hershey rotations policy is new one which had never been required of employees in Turners position. If Turner's proposed accommodation would permit the new rotation program to endure, even though on a modified basis. Under Turners proposed accommodation, each inspector could continue to rotate on the hourly basis, with Turners, herself, rotating only between line 8 and 9. Hershey has not put up with that because this is not practical or
In a 2003 court case, “Caesar Barber v. McDonald’s Corporation, et al.,” Barber claimed he was unaware of the nutritional and fat content of the fast food he ate on a near-daily basis for decades, and which he claimed caused his multiple illnesses (Daily Caller). The people of the court ruled that Barber’s choice of food was the cause of his many health issues, not the restaurants which supplied the fast food. In this case, the court held the consumer responsible for his selections; however, the court’s expectation of personal responsibility in food selection will most likely become anachronous. The article “Is Fast Food the New Tobacco?” addresses the issue of rapidly growing fast-food chain restaurants, such as McDonalds, Burger King, and Taco Bell, and the health issues that perpetuate from an increased amount of these restaurants. Anywhere we travel today, out of town, to a big city or a small village, consumers are bound to see some sort of advertising for fast food. Many billboards display life-size pictures of steaming hot sandwiches, fresh-cut fries, or an ice cold beverage. The streets are lined with bright, golden arches, fluorescent bells, or a red-headed, smiling little girl. All of these modes of advertisement draw consumers in, whether they be hungry or simply in a rush with no time to cook dinner at home, and feed them food that just isn’t up to par with healthy-eating standards. Notice, these restaurants don’t use force to bring customers in by the masses;
The Citizens for a Pro-Business Delaware, Inc. (“Citizens”) has offered a proposed amendment to 8 Del. C. § 226. Specifically they argue that §266 has two clear deficiencies, (1) the statute does not give sufficient guidance for the court as to the many potential remedies developed by court and academics; and (2) the statute provides no guidance or restrictions on when courts should use the extreme remedies. Currently §266(a) states,
The Supreme Court is the highest court of the United States of America. With this title they have the final say about the decisions for the country. However the Supreme Court can make mistakes and have so before. The case considered the worst Supreme Court decision among many scholars is the Dred Scott V. Sanford case from the pre-civil war era. In which time slavery was a very hot topic between the states. In this case it was determined that a slave was not only not a citizen of the United States but also property (our documents). This court ruling made useless of the Missouri compromise of 1850 which made states above the 36°30’ line Free states and all below the line slaves states (History). This decision was eventually overturned by the Civil War amendments the 13th and 14th which stated that slavery is illegal in all states not only ones in rebellion and that all people born in the united states are citizens including people of color (our documents).
Shortly after the establishment of the Kansas Nebraska Act, there was a slight moment of opportunity for the nation to end the long-lasting controversial issue of slavery once and for all, the Dred Scott v. Sandford case, but again, the division of the two regions grew fonder. In the 1830s, Dred Scott, a Missouri slave accompanied his slave owners to several different territories, including Wisconsin and Illinois, two slave free states at the time. After Dred Scott’s slave owner died, he attempted to sue for his freedom, being it he had stepped on “free man” soil. Although he had to return back to Missouri, the second he walked onto a free state territory he no longer identified himself as a slave. However, the ruling in the end only strengthened
The plaintiff, who is 63 years old, brought this employment discrimination suit against her employer, J.C. Penney, after the company failed to promote her to the position of shift operations manager at the company 's Moosic, Pennsylvania Customer Service Center. She alleged violations of the Age Discrimination in Employment Act Title VII of the Civil Rights Act of 1964. She brought these claims against both the company and the PHRA claims against her supervisor at the Moosic center, James Johnson. She was the first associate hired at the new Customer Service Center in Moosic. James Johnson became personnel manager at the facility in March 1990.
Court cases like Martha Bull’s who reads “Greenbrier Nursing and Rehabilitation Center had been negligent in treatment of Martha Bull, 76, who died at the nursing home April 7, 2008 after staff failed to act on a doctor 's orders to get her transferred to a hospital emergency room for treatment of severe abdominal pain,” are one of the many that support this disturbing stigma. Something as simple as a competent health provider, that was willing to see a task out into its completion could have been the saving grace for this women. For almost an entire twenty-four hours’ staff heard her cries of agony yet never made sure the proper paperwork was completed once it was filed. (Brantley, 1) In the case of Holder Vs. Beverly Enterprises Texas, Inc. an 83-year-old, bedridden woman by the name of Ruth Waites was hospitalized for dehydration as a result of an understaffed nursing home. Once admitted back to the nursing home she had developed pressures sores from being left unattended. The pressure sores soon became so severe that they caused a serious infection and led to Ms. Waites’ death. This entire case is a story of neglect, what the nursing home states as understaffing, and fraud. The fact that the nursing home was understaffed should have never been hidden from the families of the patients. These are facts that should have been announced to the community so that the appropriate qualified personnel could have attempted to solve the issue. (Nursing, 1) Another case follows with
Facts: Matt Theurer was an 18 year old adult that worked at McDonald’s part time. His friends and family worried about him because he had many extra-curricular activities, worked for the National Guard, and worked for McDonalds. McDonald’s informal policy did not allow high school students to work more than one midnight shift per week or split shifts. There was a special clean-up week McDonald’s held, Theurer worked five nights. One night he worked until midnight, another until 11:30pm, two nights until 9pm, and another until 11pm. On Monday, April 4th, 1988, Theurer worked from 3:30 until 7:30pm, followed by the clean up shift beginning at midnight
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.
The author would have to say that the statistics coupled with the creation of the United States Sentencing Committee reveal that judicial discretion was at a much higher level prior to 1984, and has been on a decline as legislature has begun to regulate the discretion in which judges having in regard to sentencing in criminal cases. “Anderson, Kling, and Smith (1999) investigated 77,201 criminal cases decided between
Summary – This case looks a decision that George Hausman, the co-founder and CEO of Refresh Organics (RO), makes regarding creating a board of directors. RO is a midsize, steadily growing, privately owned company which is a distributor of organic produce. RO has never had a formal board of directors, but Hausman had several close business advisors who he consulted with regularly and referred to as “the kitchen cabinet.” Hausman considered putting together a true board of directors or if simply making an advisory council would be better suited for the needs of RO. Ultimately, Hausman decided to form a board of directors of ten members, including himself and three out of four members of “the kitchen cabinet,” replacing his wife, an
The proposed sale of Hershey Foods Corporation (HFC) during the summer of 2002 captured headlines and imaginations. After all, Hershey was an American icon, and when the company’s largest shareholder, the Hershey Trust Company (HSY), asked HFC management to explore a sale, the story drew national and international attention. The company’s unusual governance structure put the Hershey Trust’s board in the difficult position of making both an economic and a governance decision. On the one hand, the board faced a challenging economic decision that centered on determining whether the solicited bids provided a fair premium for HFC
In 2002 the Hershey trust company board decided to sell school shares from Hershey stock. The board wanted to sell the 33% of Hershey shares at premium and reinvest the money in another company to make profit for the school. The board was responsible to oversees the investment and make sure the school was doing fine. Looking on this issue as financial personnel the board decision was better to sell stocks at premium and reinvest in another company.