Van Goron Case Summary

Assume that it is January 2013 and that you are a member of the Booth Pharmaceutical Corporation Board of Directors. You have been called to a Special Board Meeting to discuss what should be done with the product known as “Vanatin.”

Overview of the Case: The Securities and Exchange Commission claims Mark D. Begelman misused proprietary information regarding the merger of Bluegreen Corporation with BFC Financial Corporation. Mr. Begelman allegedly learned of the acquisition through a network of professional connections known as the World Presidents’ Organization (Maglich). Members of this organization freely share non-public business information with other members in confidence; however, Mr. Begelman allegedly did not abide by the organization’s mandate of secrecy and leveraged private information into a lucrative security transaction. As stated in the summary of the case by the SEC, “Mark D. Begelman, a member of the World Presidents’ Organization (“WPO”), abused

Issue: Have the directors of the company breached their duties mainly related to the company’s insolvent trading.

In 1996, Tony Van Carrutherswas convicted of three counts of first degree murder and continues to say he was framed. He killed Delois Anderson, her son Marcellus and friend Frederick Tucker and dumped the bodies in the Rose Hill Cemetery in 1994. The next day there was a funeral and the coffin was buried on top of the three bodies. “The coffin was later examined when one out of the three killers told the police where the bodies were.” Delois Anderson was still alive when she was thrown into the grave. She later died when the dirt was impacted into her mouth and nose. “Marcellus was a well know drug deal in Memphis, Tennessee and considered Carruthers a close friend.” “In 1993, carruthers was sitting in a Tennessee prison for other offenses and wrote to a fellow friend stating that when he gets out he wanted ‘to make those streets pay me’ and also promised to

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

On 12-24-2015 Philip Vandevander was arrested for Aggravated Menacing, Obstructing official business, Drug Paraphernalia, and Domestic Violence. Officers arrived and spoke with a witness who stated she saw a male [Philip] pushing a female [Brooke] down the outside stairs. The witness stated Philip told her he was going to burn down her residence to. Officer made entry into the residence and located Philip. When asked were Brooke was Philip stated she left a half hour ago. Brooke was located in the room Philip was in, along with drug paraphernalia.

activism and conflicts of interest of CEO’s merger opportunities. Also key to note is the fact there was

Throughout the case, it can be analyzed and expected to say that Deloitte & Touche have committed a breach to its fiduciary duty to Vertical Pharmaceutical at the end. Vertical Pharmaceuticals Inc., realized a huge loss as a result by Deloitte & Touche. Therefore, this shows that Deloitte & Touche did indeed breach their fiduciary duties. All the falsified reports and malpractices that were said to be revealed by Deloitte & Touche would be said to not be real by the forensic audit that was conducted. At the end, the court can rule that Deloitte & Touche did indeed breach their fiduciary duty to Vertical Pharmaceuticals.

We have already mentioned whether it is ethical for Tommy to reveal material facts to DEF by using the Kantian approach. We concluded that it is unethical for Johnnie to fire Tommy if he disclosed material facts that Johnnie’s wife being a majority shareholder to DEF. We are going to see whether Tommy should not disclose material facts to DEF when using the Utilitarian approach. The Utilitarian approach says “ends justify the means.” It believes that we do whatever necessary to accomplish the end result that fulfilled a multitude of people. For example, as the CEO, Chairman of the Boards, and the founder of ABC, it is ethical for

So much so that the Dodd-Frank Wall Street Reform and Consumer Protection Act became a law which allow shareholders to approve or disapprove a company’s executive compensation plan, ultimately limiting the untrustworthiness and greed of the top executives. In addition, financial executives are often pressured to meet unrealistic goals for company profit, this may lead to unethical behavior such as falsifying financial reports. However, in recent years the Securities and Exchange Commision has been extremely vigilant in not only tracking down and punishing those companies that have falsified information. In 2014, The Securities and Exchange Commission alleged that the Diamond’s Foods Inc, former Chief Financial Officer, Steven Neil, spearheaded a scheme to under report how much money the company paid Walnut growers by pushing the recording of the payments into later fiscal periods. (Lynch, 2014). As a result, the company paid $5 Million to settle civil

Additionally, the shareholder claims that the board of directors violated their fiduciary duties of care. Is the shareholder correct?

Again he is looking for a crystal clear rule that specifically stated the “responsible corporate officer” jury instruction in the district court. The appellant court following the Principle of Rights “which asserts that whether a business decision is ethical depends on how the decision affect the rights of all involved.” This nonconsequential thinking supports this principle as foundational to Western culture.”

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.

One of the major lawsuits in English trusts law is the Royal Brunei Airlines Sdn Bhd v. Tan (1995) 2 AC 378 case that involves liability for dishonesty and breach of trust. The fundamental issue in the case was the proper role of equity in commercial transactions, which is a key topical question and concern. This is major issue because plaintiffs are increasingly having remedies to equity for an effective option when the individual in default, usually a company, is insolvent. In most cases, plaintiffs seek to obtain release from others engaged in the transaction like bankers, company's directors, and legal advisors. Through such attempts, plaintiffs seek to close up fiduciary obligations to the officers or advisors of the firm or have them held responsible for the firm's breach of trust. With regards to this case on breach of trust and dishonesty, there are various issues to examine such as nature of the case and the main legal issue, case facts, the decision, and an analysis of the decision.

Why is the Olympus case considered to be as much about corporate governance as it is about accounting fraud?