5 ms·

Can you cite case law for this opinion which would apply to a large public corporation during normal management?

by elcritch 1y ago

ajkjk 1y ago
you're asking someone to cite case law for a random post on a forum?
- barbazoo 1y ago
  > The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that. Not OP but they were very confident in what they wrote. I'd assume they'd be able to provide evidence. Just because it's the law doesn't mean we're not gonna get asked for evidence. Maybe we should be more careful with our claims then.
  - ajkjk 1y ago
    You asked for them to cite case law. Certainly a link to a random article would convince you, though?
    - barbazoo 1y ago
      Whatever is necessary to support the claim > The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that. No, not a "random" article, but one that actually did do the homework and check law. Someone has to, otherwise you can't claim to know what the law says.
      - ajkjk 1y ago
        demanding weird standards of proof in a conversation is an annoying thing to do. if you want to know with more confidence maybe take two seconds to google it
- deleted 1y ago
  [deleted]
bawolff 1y ago
The idea that directors of a corporation have a fiduciary duty to the company is not controversial. See e.g. https://en.wikipedia.org/wiki/Board_of_directors#Duties https://en.wikipedia.org/wiki/Board_of_directors#Duties
- elcritch 1y ago
  No seems clear that the board of directors have fiduciary responsibilities to all shareholders in Anglo common law. However reading some of the case law it seems that being a majority stockholder wasn’t always held the have same fiduciary responsibilities. Sounds like they still don’t in some jurisdictions? Sort of fascinating and shows there’s some legal distinctions between majority stockholders and board of directors. IANAL but seems less cut and dry than summary articles pretend. A blanket statement like the one I replied to oversimplifies things and implies Delaware law is federal law. It may be the largest and most influential in the US but it’s not the only equity law in the US.
  - elcritch 1y ago
    Interesting re-reading the Wikipedia link after reading some of the case law summaries this sticks out: > Also, the duties [of board of directors] are owed to the company itself, and not to any other entity.[42] This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.[43] Again it appears more nuanced than just “board of directors have fiduciary responsibility to minority shareholders”. Actually seems incorrect to phrase it that way even.
    - bawolff 1y ago
      I think the idea is more that directors have a duty to the company (not the minority shareholder), and minority shareholders can bring suit on behalf of the company to allege that the duty to the company (and not themselves) was violated. When talking informally that feels like it amounts to basically the same thing, just technically slightly different [ianal,i might be out of my depth here]
freejazz 1y ago
Case law for the proposition that the company has a fiduciary duty to its shareholders? Here's a top google result for you: https://online.hbs.edu/blog/post/fiduciary-duty-to-investors https://online.hbs.edu/blog/post/fiduciary-duty-to-investors
compiler-guy 1y ago
https://law.stanford.edu/wp-content/uploads/2023/01/Fiduciary-Duties-of-the-Board-of-Directors.pdf https://law.stanford.edu/wp-content/uploads/2023/01/Fiduciar...
axus 1y ago
I too would like be enlightened, I'm not a lawyer but I 'd like to feel smarter, knowing the names of some cases and what was decided. The other comment's Wikipedia link had footnotes for "Percival vs Wright [1902]" and "Coleman v Myers [1977]", but these are UK and New Zealand cases. For the US, https://en.wikipedia.org/wiki/Fiduciary#Fiduciary_duties_under_Delaware_corporate_law https://en.wikipedia.org/wiki/Fiduciary#Fiduciary_duties_und... seems most appropriate wiki link but most of the footnotes were for analysis and not cases.
gnopgnip 1y ago
Ervin v. Oregon Ry. & Nav. Co. 1886 and Rothchild v. Memphis & C.R. Co. 1902 would be some of the earlier cases
- elcritch 1y ago
  Thanks! Phrases like fiduciary obligations get brandied about so often they can loose meaning.

Can you cite case law for this opinion which would apply to a large public corporation during normal management?

ajkjk 1y ago

you're asking someone to cite case law for a random post on a forum?

barbazoo 1y ago
> The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that. Not OP but they were very confident in what they wrote. I'd assume they'd be able to provide evidence. Just because it's the law doesn't mean we're not gonna get asked for evidence. Maybe we should be more careful with our claims then.
- ajkjk 1y ago
  You asked for them to cite case law. Certainly a link to a random article would convince you, though?
  - barbazoo 1y ago
    Whatever is necessary to support the claim > The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that. No, not a "random" article, but one that actually did do the homework and check law. Someone has to, otherwise you can't claim to know what the law says.
    - ajkjk 1y ago
      demanding weird standards of proof in a conversation is an annoying thing to do. if you want to know with more confidence maybe take two seconds to google it
deleted 1y ago
[deleted]

bawolff 1y ago

The idea that directors of a corporation have a fiduciary duty to the company is not controversial. See e.g. https://en.wikipedia.org/wiki/Board_of_directors#Duties https://en.wikipedia.org/wiki/Board_of_directors#Duties

elcritch 1y ago
No seems clear that the board of directors have fiduciary responsibilities to all shareholders in Anglo common law. However reading some of the case law it seems that being a majority stockholder wasn’t always held the have same fiduciary responsibilities. Sounds like they still don’t in some jurisdictions? Sort of fascinating and shows there’s some legal distinctions between majority stockholders and board of directors. IANAL but seems less cut and dry than summary articles pretend. A blanket statement like the one I replied to oversimplifies things and implies Delaware law is federal law. It may be the largest and most influential in the US but it’s not the only equity law in the US.
- elcritch 1y ago
  Interesting re-reading the Wikipedia link after reading some of the case law summaries this sticks out: > Also, the duties [of board of directors] are owed to the company itself, and not to any other entity.[42] This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.[43] Again it appears more nuanced than just “board of directors have fiduciary responsibility to minority shareholders”. Actually seems incorrect to phrase it that way even.
  - bawolff 1y ago
    I think the idea is more that directors have a duty to the company (not the minority shareholder), and minority shareholders can bring suit on behalf of the company to allege that the duty to the company (and not themselves) was violated. When talking informally that feels like it amounts to basically the same thing, just technically slightly different [ianal,i might be out of my depth here]

freejazz 1y ago

Case law for the proposition that the company has a fiduciary duty to its shareholders? Here's a top google result for you: https://online.hbs.edu/blog/post/fiduciary-duty-to-investors https://online.hbs.edu/blog/post/fiduciary-duty-to-investors

compiler-guy 1y ago

https://law.stanford.edu/wp-content/uploads/2023/01/Fiduciary-Duties-of-the-Board-of-Directors.pdf https://law.stanford.edu/wp-content/uploads/2023/01/Fiduciar...

axus 1y ago

I too would like be enlightened, I'm not a lawyer but I 'd like to feel smarter, knowing the names of some cases and what was decided. The other comment's Wikipedia link had footnotes for "Percival vs Wright [1902]" and "Coleman v Myers [1977]", but these are UK and New Zealand cases. For the US, https://en.wikipedia.org/wiki/Fiduciary#Fiduciary_duties_under_Delaware_corporate_law https://en.wikipedia.org/wiki/Fiduciary#Fiduciary_duties_und... seems most appropriate wiki link but most of the footnotes were for analysis and not cases.

gnopgnip 1y ago

Ervin v. Oregon Ry. & Nav. Co. 1886 and Rothchild v. Memphis & C.R. Co. 1902 would be some of the earlier cases

elcritch 1y ago
Thanks! Phrases like fiduciary obligations get brandied about so often they can loose meaning.