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The Unpatriotic Duty of Loyalty: Part XIV
V Finding Guidance for the Duty of Loyalty’s Maximum Condition In State Constituency Statutes Because, as previously discussed, the majority of case law on the duty of loyalty has necessarily omitted its maximum condition, many states have adopted constituency...
The Unpatriotic Duty of Loyalty: Part XIII
IV The Impact of the Maximum Condition of Loyalty on Business Judgment As stated, Courts have consistently taken a deferent stance via the business judgment rule provided that the particular board decision at issue provides some rational benefit to the shareholders...
The Unpatriotic Duty of Loyalty: Part XII
III. Dodge v. Ford: Inverting an Antiquated Analysis for Use in More Modern Applications While the evolution of the business judgment rule and its modern application to corporate dividend policy by the courts would, in theory, be sufficient to sustain the presumption...
The Unpatriotic Duty of Loyalty Part XI
Loyalty and the Business Judgment Rule The traditional analysis for issues regarding corporate dividend policy utilizes the standard of the business judgment rule. When the business judgment standard is applied, the court will examine the corporate dividend decision...
The Unpatriotic Duty of Loyalty Part X
The Duality of Loyalty: Identifying the Minimum and Maximum Conditions of The Duty of Loyalty Professor George P. Fletcher touched upon this concept in his insightful essay on loyalty and the morality of relationships. Fletcher perceptively posits that loyalty has...
The Unpatriotic Duty of Loyalty Part IX
Are Loyalty and Care Distinct Duties? Codifying the scope of directors’ and officers’ fiduciary duties has long proven to be a difficult task for both professionals and the Courts alike. Justice Frankfurter immortalized this conundrum in his wartime ruling on...
The Unpatriotic Duty of Loyalty Part VIII
Returning to our hypothetical… We return to our top story in business news this evening. As pressure mounts on Apple, Inc. CEO Tim Cook surrounding the unclear nature of Apple’s upcoming dividend policy, new information has recently revealed that Cook may find...
The Unpatriotic Duty of Loyalty Part VII
Depository Receipts: Stealth Weaponry for the Commerce Wars Another reason that foreign investment by Sovereign Wealth Funds in the United States can be so difficult to accurately measure is the indirect means by which many of these funds can acquire shares of US...
The Unpatriotic Duty of Loyalty: Part VI
Fuzzy Figures On Our Foreign Foes In April of 2011, the US Department of the Treasury released its Foreign Portfolio Holdings of US Securities as of June 30, 2010. While this annual report is more thorough than the similarly-focused Monthly Report of Foreign...
The Unpatriotic Duty of Loyalty: Part V
Threat Response As previously indicated, the American attitude toward foreign investment was generally a temperate one (absent energy investments or perceived war-time threats) until the aftermath of a major shift in post-WWII global wealth began to emerge in the...