understand better the meaning of ethica] management decisions. A distinction is made between stakeholder analysis and stakeholder synthesis. The two most natural kinds of stakeholder synthesis are then defined and discussed: strategic and multi-fiduciary. Paradoxically‚ the former appears to yield business without ethics and the latter appears to yield ethics without business. The paper concludes by suggesting that a third approach to stakeholder thinking needs to be developed‚ one that avoids the
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faith and best interest of the company as well as disclosure personal interest. The second issue is possible remedies for Bryan while he has been conducted unfair and oppressive. ISSUE 1: WHAT HAS DON BREACHED? Fiduciary duties to disclose personal interests Directors are under both fiduciary and statutory duties to avoid conflicts between their personal interests and the interests of the company. The director is to declare the “nature and extent of the interest” and the relation of the interest to
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a purchase offer. One risk is a termination fee might have to be paid. It might be necessary to get a higher offer and for the original offer to create a floor. Go-shop process is meant to help ensure that the board of directors fulfills its fiduciary duty to make sure shareholders get the best deal possible from the transaction. 4. Why were so many investment bankers involved in this transaction‚ and what were their respective roles? Many banks had supporting roles in the acquisition. Independent
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possibility of removing John should depend on The Article of Association. Second‚ John purchased those air-conditioners at a price of $800‚000 but the market price was $300‚000 only. By considering the duties of directors‚ directors should have a fiduciary duty which states that a director must act in good faith in what he believes to be in the best interests of the company. It is a subjective test decided by the director and the court will not interfere except the director has not acted honestly.
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Introduction: This essay is consisted of Part A and Part B‚ includes three tasks in total. In Part A it will discuss the feature of a fiduciary relationship and disclosure some duties owned by company directors‚ such as the duty to act in good faith in the best interests of the company‚ the duty to avoid conflicts of the interest‚ the consequences of breaching a duty by directors and some defences for the company’s director. After that‚ in Part B the article will talk about some issues arise from
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shares are publicly traded on occasion but very rare. To whom does a director owe a fiduciary duty? Directors owe a fiduciary duty to corporation‚ as such; directors must ensure the corporation’s interests always priorities. It is the fiduciary duty of the director to act honestly and in good faith‚ with a view to the best interests of the corporation Provide two examples of a breach of a director’s fiduciary duty. If directors put their interest in corporation more than the best interest toward
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Fiduciary Duties of Directors 1) Duty to act in good faith in the interests of the company In Re W & M Roith Ltd [1967] 1 All ER 427‚ the controlling director of a company had given many years services without having a service contract. He was then given a service agreement providing for payment of a pension to his widow if he died while still a director. He was already in poor health at this time and he died two months later. The pension was paid for several years and then the company went into
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Part A Question 2: The English rules on altering articles do not adequately protect minority shareholders. Discuss. At a glance‚ the English rules on altering Articles of Association (hereon AA) for minority shareholders do not appear adequate‚ however‚ the English legal system has the ability to give some protection through remedies if it appears the article’s alteration is unfairly prejudice (subject to satisfying the test). There are also pre-emptive rules‚ used before the AA is created which
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ENRON Introduction Enron was the country’s largest trader and marketer for electric and natural gas energy. Its core business was buying energy at a negotiated price and later‚ selling the energy when prices increased. As an energy broker‚ Enron provided a service by allowing producers to negotiate a certain price while Enron took the risk that prices would fall below what it bought energy. Buyers of energy also benefited because Enron could ensure the supply of energy. In 2000 Enron was listed
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Many were the factors that contributed to the fraud‚ but I believe it is possible to analyze the Satyam case under two main different perspectives. The first addresses the conditions that made possible‚ and eventually stimulated‚ the existence of the accounting fraud perpetrated from the company top management. The second one is about the issue of gaps in the company’s control framework‚ which failed miserably in identify and properly address the problems in company financial statements. Analyzing
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