Fiduciary duties derailed? Appropriation of directors' duties in the battle for control of Conrail

Article Abstract:

The takeover battle for control of Conrail, Inc, with its preliminary injunction hearings, one motion for a temporary restraining order and oral arguments before the 3rd Circuit Court of Appeals, offers much material for discussion of the exercise, abdication and appropriation of corporate directors' fiduciary duties. According to a test for distinguishing between permissible and impermissible appropriations, where such an appropriation concerns a subject matter of fundamental corporate importance or one implicating shareholder voting rights, that appropriation would be presumed invalid. Ways of overcoming this presumption of invalidity are listed.

United States, Corporate reorganizations

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The fiduciary duties of nonprofit directors and officers: paradoxes, problems, and proposed reforms

Article Abstract:

Regulation of fiduciary duties of nonprofit directors needs reform because nonprofits receive great tax benefits from government with little pressure for accountability. The inequity between benefits and accountability may result from historic belief in the goodwill of nonprofits. Nonprofit board members need more specific guidelines to perform duties. IRS and state officials should be granted more power to investigate nonprofit activities.

Religious, Grantmaking, Civic, Professional, and Similar Organizations, Nonprofit Institutions, Management, Nonprofit organizations

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Revisiting the import of shareholder consent for corporate fiduciary loyalty obligations

Article Abstract:

The author proposes that a fairness standard would be proper to apply to determine fiduciary loyalty obligations of corporate management in the context of shareholder consent.

States, Standards, Interpretation and construction, Stockholders, Corporate governance, Corporation law, Loyalty

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