Corporations Outline
corporations outline
Georgetown University Law Center
Prof. James V. Feinerman
Fall 2012
I. Agency, Partnership and Limited Liability Companies
1 AGENCY
Agency is a fiduciary partnership that results from the manifestation of consent by one person to another that the latter shall act on the former behalf & subject to his control, & consent by the latter so to act. E.g. Shareholders (principals) – officers (agencies).
Principal: Has power to dictate how the agent will perform his duties. Is liable for what the agent does, but not for what an independent contractor does.
Agent: Fiduciary of the principal – owes duties of loyalty, care, full disclosure, integrity, honesty & obedience. Agent must put interests of the principal above his own.
Agent has legal power to bind the principal in relations with third parties.
Agents aren’t guarantors of the results.
Parallel structures – e.g. independent contractor may not be P/A relationship.
Agents shall act as fiduciaries. E.g. in master / servant r/ships – master shall control & expect the servant to obey.
Fiduciaries – i.e. put the interests of the principal above of its own ones.
There shall be manifest act/inaction by the principal to create general understanding that the agent acts on the behalf of principal.
Dual agency – there must be a disclosure of possible conflicts of interest. If the principal is OK - then it’s OK (authority of ratification).
i. Agency does not depend on the intent or belief of the parties. ii. What distinguishes agency from other fiduciaries is the element of continuous subjection to the will of the principal.
Respondent superior: Wrongs committed by an agent are attributable to the principal so long as they occur w/in the scope of the agent's authority (e.g. w/in the course of employment). The principal authorizes one or more agents to do the company's business & misconduct
Georgetown University Law Center
Prof. James V. Feinerman
Fall 2012
I. Agency, Partnership and Limited Liability Companies
1 AGENCY
Agency is a fiduciary partnership that results from the manifestation of consent by one person to another that the latter shall act on the former behalf & subject to his control, & consent by the latter so to act. E.g. Shareholders (principals) – officers (agencies).
Principal: Has power to dictate how the agent will perform his duties. Is liable for what the agent does, but not for what an independent contractor does.
Agent: Fiduciary of the principal – owes duties of loyalty, care, full disclosure, integrity, honesty & obedience. Agent must put interests of the principal above his own.
Agent has legal power to bind the principal in relations with third parties.
Agents aren’t guarantors of the results.
Parallel structures – e.g. independent contractor may not be P/A relationship.
Agents shall act as fiduciaries. E.g. in master / servant r/ships – master shall control & expect the servant to obey.
Fiduciaries – i.e. put the interests of the principal above of its own ones.
There shall be manifest act/inaction by the principal to create general understanding that the agent acts on the behalf of principal.
Dual agency – there must be a disclosure of possible conflicts of interest. If the principal is OK - then it’s OK (authority of ratification).
i. Agency does not depend on the intent or belief of the parties. ii. What distinguishes agency from other fiduciaries is the element of continuous subjection to the will of the principal.
Respondent superior: Wrongs committed by an agent are attributable to the principal so long as they occur w/in the scope of the agent's authority (e.g. w/in the course of employment). The principal authorizes one or more agents to do the company's business & misconduct