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Such liability provides a strong disincentive for the best potential directors to serve on the board, and one would expect such a disincentive to result in worse corporate governance. The decision has also been derided as the "Investment Banker's Relief Act of 1985" because of all the business it has generated for investment bankers from boards ...
This was put into the Weimar Constitution article 165, and resulted in a work council law in 1920, [38] and a board representation law in 1922. [39] The fascist government abolished codetermination in 1934, but after World War II, German unions again made collective agreements to resurrect work councils and board representation. These ...
Generally where a claim of directorial liability for corporate loss is predicated upon ignorance of liability created activities within the corporation, as in Graham or in this case, in my opinion only a sustained or systematic failure of the board to exercise oversight – such as an utter failure to attempt to assure a reasonable information ...
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fides regard for the interests of the corporation whose affairs ...
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Carver's model clarifies the separation by having the board explicitly state the board's and CEO's jobs in a set of written policies (hence the name Policy Governance). This set of policies is divided into four types. One is the organization's goals (or Ends), and three are about the means the board and CEO employ to attain those ends.
Internal corporate governance controls monitor activities and then take corrective actions to accomplish organisational goals. Examples include: Monitoring by the board of directors: The board of directors, with its legal authority to hire, fire and compensate top management, safeguards invested capital. Regular board meetings allow potential ...
The corporate opportunity doctrine is the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation. [1] The corporate opportunity doctrine is one application of the fiduciary duty of loyalty. [2]