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Business Judgment Rule: Fiduciary Duties of Corporate Directors

When it comes to advising clients on corporate governance issues, corporate transactions and liability issues, corporate counsel need the solid, battle-proven expertise and expert guidance of leading practitioners. And it's essential to have all the most-current information available. Fortunately, the Business Judgment Rule is completely up to date. Meticulously researched and thoroughly analyzed, this fifth edition combines cases, articles, and statutory provisions to help you discover new strategies and tactics for dealing with attempts to gain control of a corporation.

The authors leave no aspect of the business judgment rule, the fiduciary duties of corporate directors, and the law of corporate governance unexplored, unreviewed or unanswered. This work is comprehensive in its treatment of the intellectual underpinnings and practical applications of the business judgment rule, including such vital areas as:

  • The business judgment rule presumption
  • The duties of care and loyalty
  • The corporate opportunity doctrine
  • Director and officer compensation
  • Wrongful coercion and preclusive conduct
  • The pre-litigation demand requirement in derivative litigation
  • Indemnification and advancement of litigation expenses incurred by directors and officers
  • D & O insurance
  • The Model Business Corporation Act and Principles of Corporate Governance
  • And much more

    • A powerful legal tool, the Business Judgment Rule is the most complete, current and practical guide in the corporate governance arena available to working professionals.

    Benefits and Features
    Comprehensive - Examines the full range of duty and liability issues facing corporations and directors, officers and their advisors.

    Authoritative - Provides insightful commentary and practical guidance from highly respected experts in the field. Cited in over 30 court decisions.

    Practical - Saves you time by quickly zeroing in on exactly the information you need, on the issues that concern you most.

    Current - Keeps you up-to-date with the latest developments, emerging issues, significant cases, legislation, and more. In this new edition, there are over 500 pages of new text, including discussions of over 200 new cases added in 2000.

    Table of Contents
    The Business Judgment Rule - An Introduction

  • Historical Origins
  • Rationale
  • The Rule's Presumption and Its Effect
  • Elements of the Rule
  • Fraud, Illegality and Ultra Vires Conduct
  • Waste
  • Application of the Business Judgment Rule to Corporate Officers
  • Efforts to Codify the Business Judgment Rule

    • Fiduciary Duties of Corporate Directors
  • The Duty of Care
  • The Duty of Loyalty
  • The Duty of Disclosure
  • Wrongful Coercion
  • The Extent to Which Shareholders Must be Treated Equally
  • Fiduciary Duties of Directors of Financially Troubled Corporations

    • The Business Judgment Rule in Transactions Involving Corporate Control

  • Introductory Issues
  • White Squire Stock Transactions
  • Crown Jewel Asset Sales
  • White Knight Transactions and Mergers of Equals
  • Self-Tender Offers, Exchange Offers and Extraordinary Dividends
  • Super-Voting Common Stock
  • Poison Pill Shareholder Rights Plans
  • Non-Structural Resistance to Contests for Control
  • Settlements

    • The Business Judgment Rule in Shareholder Derivative Litigation
  • The Nature of Shareholder Derivative Litigation and the Special Rules Governing Shareholder Derivative Litigation
  • The Demand Requirement
  • Termination by Special Litigation Committees
  • The Limited Partnership Context
  • Privilege and Work Product Considerations

    • Indemnification and Insurance
  • Indemnification
  • Insurance
  • Self-Insurance and Insurance Pooling
  • The D&O Crisis of the Mid-1980s: The Crisis, the Responses and the Current Market

    • Table of Authorities

    Index