3 ms·
The first paragraph from the first source: > The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company
by cycomanic 1y ago
The first paragraph from the first source:
> The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular responsibility of the board being to maximize immediate stockholder value by securing the highest price available.
Seems to imply that under normal operation (i.e. no inevitable break-up) the fiduciary obligations are quite different though?
- airstrike 1y agoYes, under normal circumstances, the "business judgment rule" applies which is much more favorable to boards. Satisfying it requires only that directors: - act in good faith; - act in the best interests of the corporation; - act on an informed basis; - not be wasteful; - not involve self-interest (duty of loyalty concept plays a role here). https://en.wikipedia.org/wiki/Business_judgment_rule#Standard_of_review https://en.wikipedia.org/wiki/Business_judgment_rule#Standar...