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8 Cards in this Set
- Front
- Back
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Self-Dealing
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Duties
Care Loyalty Good Faith |
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Corporate
Opportunity |
Test to see if Corporate
Opportunity: - Line of business; - Expectation; - Capacity as an officer. • If Corporate Opportunity then full disclosure and rejection required after reasonable investigation. |
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10b5 / Insider
Trading |
• Materiality
• Intent to deceive (Ernst) • Purchaser or seller (Blue Chip |
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Misappropriation
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• Stealing
• Corporate wast |
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Interested
Transactions |
Apply intrinsic fairness
test if no disinterested vote |
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Bad Faith
Fraud |
• Material fact
• Intent to deceive • Intend to rely • Actual reliance • Actual damage |
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TESTS:
INTRINSIC FAIRNESS |
Process:
Disinterested vote after full disclosure and reasonable investigation. Substance: Directors and effect on the corporation |
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self dealing
ARISEs |
1) Personal loans by or to
the corporation; 2) Retirement plans; 3) Compensation; 4) Distribution to shareholders / directors; 5) Purchase of director’s property |
