| Reliance on Third-Party Advice or Information |
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| The duty of care requires directors to act in good faith and in a manner that they reasonably believe is in the best interest of the corporation. Directors must exercise informed business judgment and be attentive to the corporation's affairs. In order to do so, directors are required to keep themselves informed of all material information that is reasonably available to them before making a business decision. Directors also must use care when performing their duties. More... |
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| The Federal Antitrust Law Exemption for State Action |
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| Federal antitrust laws are considered inapplicable to economic regulation by the States. In Parker v. Brown, 317 U.S. 341 (1943), the Supreme Court reasoned that in the "dual system of government" of the United States, any subtraction by Congress from the sovereign powers of the states must be explicitly stated. Nothing in the Sherman Act (the first federal antitrust law) or in the legislative history of the Sherman Act indicated a Congressional intent to subject state regulatory activities to the Sherman Act. More... |
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| Degree of Culpability |
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| Typically, directors who conduct the corporation's business must exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. This "ordinary" standard of care has been adopted by a majority of states and enacted in their corporation statutes. However, courts consistently interpret the culpability standard for the duty of care as one of gross negligence. More... |
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| CONFLICT OF INTEREST |
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| CONFLICT OF INTEREST More... |
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| Federal Regulation of Corporate Takeover Bids or Tender Offers |
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| Traditionally, proxies of shareholders of corporate takeover targets were sought for votes in favor of the takeover. Rules issued by the Securities and Exchange Commission to regulate the content of proxies so that shareholders were able to make an informed decision provided some protection for shareholders. More... |
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