The Shifting Sands of Conflict of Interest Standards: The Duty of Loyalty Meets the Real World with Questions of Process and Fairness.
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| Authors: | Cohn, Stuart R.1 |
|---|---|
| Source: | Business Lawyer. Fall2019, Vol. 74 Issue 4, p1077-1104. 28p. |
| Subject Terms: | *Conflict of interests, *Corporate directors' attitudes, *Fiduciary responsibility, Duty of loyalty (Law), Statutory interpretation, Fairness |
| Abstract: | Standards governing the validity of conflict-of-interest transactions by corporate directors or others in dominant positions have significantly evolved from the early days of strict judicial condemnation to the current statutory provisions. These provisions place great faith in and emphasis on the judgment of disinterested directors or shareholders. This evolution has not been consistent among states, given that substantial variations exist regarding both statutory provisions and judicial interpretations. To illustrate the variations, this article examines and compares the Delaware and Model Business Corporation Act standards. The variations reflect the concerns that arise when a director's fiduciary duty of loyalty conflicts with the realities and demands of the commercial world. This article examines the evolution of conflict-of-interest standards and existing variations in light of two fundamental issues: (i) whether the combination of statutory and fiduciary standards obligates directors to obtain advance approval of conflict transactions and (ii) the capacity of shareholders to challenge conflict transactions on the grounds of fairness to the corporation, even after board or shareholder approval. The article concludes that statutory and fiduciary standards obligate directors to obtain advance approval of conflict transactions and provides recommendations for addressing these two issues in a manner consistent with statutory provisions and fiduciary standards. [ABSTRACT FROM AUTHOR] |
| Database: | Entrepreneurial Studies Source |
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| Header | DbId: ent DbLabel: Entrepreneurial Studies Source An: 139803238 AccessLevel: 6 PubType: Academic Journal PubTypeId: academicJournal PreciseRelevancyScore: 0 |
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| Items | – Name: Author Label: Authors Group: Au Data: <searchLink fieldCode="AR" term="%22Cohn%2C+Stuart+R%2E%22">Cohn, Stuart R.</searchLink><relatesTo>1</relatesTo> – Name: TitleSource Label: Source Group: Src Data: <searchLink fieldCode="JN" term="%22Business+Lawyer%22">Business Lawyer</searchLink>. Fall2019, Vol. 74 Issue 4, p1077-1104. 28p. – Name: Subject Label: Subject Terms Group: Su Data: *<searchLink fieldCode="DE" term="%22Conflict+of+interests%22">Conflict of interests</searchLink><br />*<searchLink fieldCode="DE" term="%22Corporate+directors'+attitudes%22">Corporate directors' attitudes</searchLink><br />*<searchLink fieldCode="DE" term="%22Fiduciary+responsibility%22">Fiduciary responsibility</searchLink><br /><searchLink fieldCode="DE" term="%22Duty+of+loyalty+%28Law%29%22">Duty of loyalty (Law)</searchLink><br /><searchLink fieldCode="DE" term="%22Statutory+interpretation%22">Statutory interpretation</searchLink><br /><searchLink fieldCode="DE" term="%22Fairness%22">Fairness</searchLink> – Name: Abstract Label: Abstract Group: Ab Data: Standards governing the validity of conflict-of-interest transactions by corporate directors or others in dominant positions have significantly evolved from the early days of strict judicial condemnation to the current statutory provisions. These provisions place great faith in and emphasis on the judgment of disinterested directors or shareholders. This evolution has not been consistent among states, given that substantial variations exist regarding both statutory provisions and judicial interpretations. To illustrate the variations, this article examines and compares the Delaware and Model Business Corporation Act standards. The variations reflect the concerns that arise when a director's fiduciary duty of loyalty conflicts with the realities and demands of the commercial world. This article examines the evolution of conflict-of-interest standards and existing variations in light of two fundamental issues: (i) whether the combination of statutory and fiduciary standards obligates directors to obtain advance approval of conflict transactions and (ii) the capacity of shareholders to challenge conflict transactions on the grounds of fairness to the corporation, even after board or shareholder approval. The article concludes that statutory and fiduciary standards obligate directors to obtain advance approval of conflict transactions and provides recommendations for addressing these two issues in a manner consistent with statutory provisions and fiduciary standards. [ABSTRACT FROM AUTHOR] |
| PLink | https://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=ent&AN=139803238 |
| RecordInfo | BibRecord: BibEntity: Languages: – Code: eng Text: English PhysicalDescription: Pagination: PageCount: 28 StartPage: 1077 Subjects: – SubjectFull: Conflict of interests Type: general – SubjectFull: Corporate directors' attitudes Type: general – SubjectFull: Fiduciary responsibility Type: general – SubjectFull: Duty of loyalty (Law) Type: general – SubjectFull: Statutory interpretation Type: general – SubjectFull: Fairness Type: general Titles: – TitleFull: The Shifting Sands of Conflict of Interest Standards: The Duty of Loyalty Meets the Real World with Questions of Process and Fairness. Type: main BibRelationships: HasContributorRelationships: – PersonEntity: Name: NameFull: Cohn, Stuart R. IsPartOfRelationships: – BibEntity: Dates: – D: 01 M: 10 Text: Fall2019 Type: published Y: 2019 Identifiers: – Type: issn-print Value: 00076899 Numbering: – Type: volume Value: 74 – Type: issue Value: 4 Titles: – TitleFull: Business Lawyer Type: main |
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