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Meticulously researched and thoroughly analyzed, Business Judgment Rule: Fiduciary Duties of Corporate Directors, Fifth Edition combines cases, articles, and statutory provisions to help you discover new strategies and tactics for dealing with attempts to gain control of a corporation. This authoritative reference leaves no aspect of the business judgment rule, the fiduciary duties of corporate directors, And The law of corporate governance unexplored, unreviewed, or unanswered. This work is comprehensive in its treatment of the intellectual underpinnings and practical applications of the business judgment rule, including such vital areas as: The business judgment rule presumption The duties of care and loyalty The corporate opportunity doctrine Director and officer compensation Wrongful coercion and preclusive conduct The pre-litigation demand requirement in derivative litigation Indemnification and advancement of litigation expenses incurred by directors and officers D & O insurance The Model Business Corporation Act and Principles of Corporate Governance and much more!

Tabla de contenidos provista por Syndetics

• 1 The Business Judgment Rule - An Introduction
• Historical Origins
• Rationale
• The Rule's Presumptive and Its Effect
• Elements of the Rule
• Fraud, Illegality and Ultra Vires Conduct Waste
• Application of the Business Judgment Rule to Corporate Officers
• Efforts to Codify the Business Judgment Rule
• 2 Fiduciary Duties of Corporate Directors
• The Duty of Care
• The Duty of Loyalty
• The Duty of Disclosure
• Wrongful Coercion
• The Extent to Which Shareholders Must be Treated Equally
• Fiduciary Duties of Directors of Financially Troubled Corporations
• 3 The Business Judgment Rule in Transactions Involving Corporate Control
• Introductory Issues
• White Squire Stock Transactions
• Crown Jewel Asset Sales
• White Knight Transactions and Mergers of Equals
• Self-Tender Offers, Exchange Offers and Extraordinary Dividends
• Super-Voting Common Stock
• Poison Pill Shareholder Rights Plans
• Non-Structural Resistance to Contests for Control Settlements
• 4 The Business Judgment Rule in Shareholder Derivative Litigation
• The Nature of Shareholder Derivative Litigation and the Special Rules
• Governing Shareholder Derivative Litigation
• The Demand Requirement
• Termination by Special Litigation Committees
• The Limited Partnership Context
• Privilege and Work Product Considerations
• 5 Indemnification and Insurance
• Indemnification Insurance
• Self-Insurance and Insurance Pooling
• The D&O Crisis of the Mid-1980s: The Crisis, the Responses and the Current Market
• 6 Table of Authorities
• 7 Index