This article examines the federal government's growing use of 18 USC § 1346 to prosecute public company executives for breaching their fiduciary duties. Section 1346 is a controversial but under-examined statute making it a felony to engage in a scheme "to deprive another of the intangible right of honest services." Although enacted by Congress over twenty years ago, the Supreme Court repeatedly declined to review the statute, until now. The questions before the Supreme Court are of particular interest to public company executives and their professional advisors. Traditionally, Delaware law has governed the content and enforcement of executives' legal duties, largely protecting public company fiduciaries from civil liability. Now, with the emergence of honest services fraud as a weapon ...
... voting on legislation while concealing a material conflict of interest.11 Although neither Black nor... normative judgments about the ill-defined border between state and federal regimes governing...
...' complaint alleged breach of contract, together. with other claims not at is... assume for present purposes that if a material. issue of fact were posed by the evidence as to th...(defined as a material breach by AMICAS as. determined by f...
...Acts of wrongdoing such as fraud, material misrepresentation, breach of the Prior Approval or... Agreement, or regulatory violations (as defined in ?? 115.19(d) and 115.19(h)) also constitute suf...
...4 One notable issue was a breach of continuous disclosure requirements, which may h...' category - although 'director' is defined inclusively, and includes "a person occupying the ... that the information was sufficiently material at the relevant time, not the issuer's view: . "Th...
...First, when the promisor commits a "material" or serious breach, the promisee has the right not... of economic welfare traditionally defined. . The nascent general principles of international...
... misdescriptive or misleading in any material part"2. Section 53 has codified this good faith re... Novopharm Limited, 2007 FC 81) that find a breach of the duty of good faith under section 73(1)(a) o... to be material to patentability as defined in this section."7 Breach of this duty is consider...
The very role of a board of directors in the system of corporate governance is to oversee a corporation's business and affairs, including its management, because numerous dispersed stockholders cannot effectively perform that function on their own. But if directors incurred liability for every misstep they took, or bad decision they made, it would indeed be rare to find a person willing to serve as a director. In Delaware, where the majority of US corporations are incorporated, the hallmark fiduciary duties are the duties of care and loyalty. But if Delaware corporate law is considered the national corporate law, the Sarbanes-Oxley Act of 2002 is perhaps best described as its smash sequel. While competent, good, or best corporate practices vary from circumstance, from company to company...
... only by showing that the board either breached its duty of loyalty, duty of care, or duty of good... that directors inform themselves of all material information reasonably available before voting on ... exists.93 They also have not clearly defined what good faith means beyond stating that it invol...
Once More Unto The Breach . It's happened: the other party is in serious bre...But if the breach is not so 'material' you may only be entitled to claim for damages. Wh...; "material breach" may be expressly defined as the breach of a particular clause or clauses. T...
... bill of complaint, alleging that Wyoming breached Article V(A)by allowing its upstream pre-1950 wate... put to "beneficialuse" has never been defined by net water consumption. In irrigation,that amou... with theflow of the water to the material injury of [the juniorappropriator's] rights, h...
... filed by an authorized applicant, as defined in paragraph (a)(3) of this section, which describ... determine pursuant to this section that materials sought to be protected from public disclosure by a... confirm in writing to the Secretary any breach of the administrative protective order; and. (10) ...
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