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...
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...
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...
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 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...
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...
