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Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), [1] was a landmark decision of the Delaware Supreme Court on hostile takeovers. The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular ...
In its 2007 International Good Practice Guidance, "Defining and Developing an Effective Code of Conduct for Organizations", provided the following working definition: "Principles, values, standards, or rules of behaviour that guide the decisions, procedures, and systems of an organization in a way that (a) contributes to the welfare of its key stakeholders, and (b) respects the rights of all ...
The content of a company code of conduct varies and depends in a measure of the company's culture and on the country in which they reside. In general terms, it can be said that the codes of conduct are related to anti-corruption issues, labor law, environmental and basic legal issues, such as the rejection of slavery, child labor, compliance with the environmental standards of each country ...
A code of practice is adopted by a profession (or by a governmental or non-governmental organization) to regulate that profession. A code of practice may be styled as a code of professional responsibility, which will discuss difficult issues and difficult decisions that will often need to be made, and then provide a clear account of what behavior is considered "ethical" or "correct" or "right ...
The Delaware General Corporation Law (sometimes abbreviated DGCL), officially the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. [1] The statute was adopted in 1899.
The questions are based on the ABA Model Rules of Professional Conduct and the ABA Model Code of Judicial Conduct, as well as controlling constitutional decisions and generally accepted principles established in leading federal and state cases and in procedural and evidentiary rules (courtesy American Bar Association website and National ...
Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and ...
The corporate opportunity doctrine does not apply to all fiduciaries of a corporation; rather, it is limited to directors, officers, and controlling shareholders. [3] The doctrine applies regardless of whether the corporation is harmed by the transaction; indeed, it applies even if the corporation benefits from the transaction. [4]