Together, the board and the CEO address the three most important drivers of success: soundness, profitability, and growth - in that order. Every decision, every day should fuel these goals. A bank director's job is always a challenge, but the challenge becomes particularly acute when the board is going through the sell/remain independent decision. While this can be a stressful situation, considering all the issues associated with discharging the board's fiduciary duty to shareholders, it also presents an opportunity for the board to really shine. Getting the entire process right is a wonderful chance for the members of the board to earn the respect and admiration of the constituents whose interest they represent. The bottom line is that in banking, something of major significance that w...
...A duty to disclose or abstain does not arise from the mer... arises rather from the existence of a fiduciary relationship. Chiarella v. United States, 445 U.S... to both the corporation and its shareholders, the typical tippee has no such relationships. The...
A class-action law suit filed against a Baltimore-based educational services company seeks to block a $535 million management buyout offer. According to the lawsuit, filed by a Texas shareholder of Educate Inc., the company's board of directors breached their fiduciary duty to shareholders when they took "impermissible steps to lock up the deal and hinder any such other potential bidders in their attempts to acquire [Educate].
In United States v. O'Hagan, the Supreme Court established that there are two complementary theories of insider trading liability, each with a fiduciary principle at its core. Under the "classical" theory, liability is premised on a fiduciary's deceptive silence about material nonpublic information in a securities transaction with corporate shareholders. Under the "misappropriation " theory, liability is premised on a fiduciary's deception of the source of the material nonpublic information used in the securities transaction. This Article analyzes the law of insider trading, with a focus on developments since O'Hagan. Based on a comprehensive review of lower-court decisions, settled enforcement proceedings, and rules promulgated by the Securities and Exchange Commission, it argues that...
..."limited to those who breach[ed] a recognized duty" owed to the information's source. 15 . Despite ...
Corporate law theory and practice considers shareholder relations with companies and the implications of ownership separated from control. Yet through the Troubled Asset Relief Program (TARP) bailout and the government's resultant shareholding, ownership and control at many companies have merged, leaving corporate theory and practice for the financial and automotive sectors in chaos. The government's $700 billion bailout is a unique historical event; not merely because of its size, but also because of a resulting ripple through corporate scholarship and practice. This article builds on the author's five testimonies before Congress during the financial crisis and implementation of the TARP bailout and his consultation for the Special Inspector General for TARP. After considering corporat...
... the Fed are generally controlling shareholders, even in spite of their relatively low minority in... only control shareholder that evades fiduciary duties to other shareholders under corporate law, ..., they would not be subject to fiduciary duty laws that apply to state-chartered companies under...
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