Fiduciary Obligations of Directors of a Target Company in Resisting
... was in the best interests of the company".28 The business judgment rule consists essentially of five elements,29 each of which is assumed to be satisfied when the rule is applied. They are as follows: (1) the directors exercised a business judgment, in that there was an affirmative act by the direct ...
... was in the best interests of the company".28 The business judgment rule consists essentially of five elements,29 each of which is assumed to be satisfied when the rule is applied. They are as follows: (1) the directors exercised a business judgment, in that there was an affirmative act by the direct ...
1 - YWCA Canada
... Andrea Gradiz, Finance Committee and Elvia Brito, Director of Public Relations and Marketing, two young women board members of YWCA of Honduras, will travel to Canada for two weeks in January or February 2012 to receive capacity building training in communications and fundraising. Andrea and Elvia a ...
... Andrea Gradiz, Finance Committee and Elvia Brito, Director of Public Relations and Marketing, two young women board members of YWCA of Honduras, will travel to Canada for two weeks in January or February 2012 to receive capacity building training in communications and fundraising. Andrea and Elvia a ...
Oppugnancy and Oppression in Close Corporations: Remedies in
... of 1934, and rules of the Securities and Exchange Commission implementing those statutes.'0 (C) Expanding Conception of Fiduciary Duties of Directors and ControllingShareholders. In the past, some courts have permitted majority shareholders and the directors to exercise almost without restriction th ...
... of 1934, and rules of the Securities and Exchange Commission implementing those statutes.'0 (C) Expanding Conception of Fiduciary Duties of Directors and ControllingShareholders. In the past, some courts have permitted majority shareholders and the directors to exercise almost without restriction th ...
An Appraisal of the Protection of Stakeholder Interests under the South African Companies Act and King III
... various duties. Of particular interest is the directors’ duty to act in the best interests of the company which is provided for in section 76(3)(b) of the Companies Act. This provision is important as it highlights the interests to be considered by directors when managing their companies. It is note ...
... various duties. Of particular interest is the directors’ duty to act in the best interests of the company which is provided for in section 76(3)(b) of the Companies Act. This provision is important as it highlights the interests to be considered by directors when managing their companies. It is note ...
Corporations I - Phi Delta Phi
... (c) Pooling Agreement – Two or more shareholders make an agreement to pool their votes to elect directors. (When agree to do other things it is called a shareholder’s agreement) (d) Irrevocable proxy – transfer of authority from stockholder to proxy for vote in certain way. (Can be revoked unless co ...
... (c) Pooling Agreement – Two or more shareholders make an agreement to pool their votes to elect directors. (When agree to do other things it is called a shareholder’s agreement) (d) Irrevocable proxy – transfer of authority from stockholder to proxy for vote in certain way. (Can be revoked unless co ...
A Contractarian Defense of Corporate
... words, they believe that the efficiency costs from the occasional misuse of power by executives and directors who are empowered to make decisions about the use of “corporate” assets will generally be far less than the costs of detailed and explicit contracting among the participants, or team members ...
... words, they believe that the efficiency costs from the occasional misuse of power by executives and directors who are empowered to make decisions about the use of “corporate” assets will generally be far less than the costs of detailed and explicit contracting among the participants, or team members ...
0001206774-07-000834 - Gentex Investor Relations
... If the form of Proxy accompanying this Proxy Statement is properly executed using any of the methods described above, the shares represented by the Proxy will be voted at the Annual Meeting of Shareholders and at any adjournment of the meeting. Where shareholders specify a choice, the Proxy will be ...
... If the form of Proxy accompanying this Proxy Statement is properly executed using any of the methods described above, the shares represented by the Proxy will be voted at the Annual Meeting of Shareholders and at any adjournment of the meeting. Where shareholders specify a choice, the Proxy will be ...
Defenders of the Corporate Bastion in Revlon Zone: Paramount
... 39. See Maldonado v. Flynn, 413 A.2d 1251, 1256 (Del. Ch. 1980), rev'don other grounds, 430 A.2d 779 (Del. 1981). 40. Aronson. 473 A.2d at 812; see Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988); Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334, 1341 (Del. 1987); Revlon, Inc. v. MacAndrews & ...
... 39. See Maldonado v. Flynn, 413 A.2d 1251, 1256 (Del. Ch. 1980), rev'don other grounds, 430 A.2d 779 (Del. 1981). 40. Aronson. 473 A.2d at 812; see Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988); Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334, 1341 (Del. 1987); Revlon, Inc. v. MacAndrews & ...
marketng minutes 7-23-13
... development of a systemwide marketing calendar, host a guidance counselor tour of all campuses, and other forms of communication and outreach. Each director was asked to outline their marketing efforts and to discuss marketing priorities and challenges. Discussion followed on system and college mark ...
... development of a systemwide marketing calendar, host a guidance counselor tour of all campuses, and other forms of communication and outreach. Each director was asked to outline their marketing efforts and to discuss marketing priorities and challenges. Discussion followed on system and college mark ...
bylaws - NCHASCN
... Robert’s Rules of Order Newly Revised shall be the parliamentary authority for the proceedings at all special or Annual meetings, anything in the bylaws notwithstanding. Article XIII Standing rules and policies may be adopted, amended, or rescinded at any Annual meeting of the Coalition without prev ...
... Robert’s Rules of Order Newly Revised shall be the parliamentary authority for the proceedings at all special or Annual meetings, anything in the bylaws notwithstanding. Article XIII Standing rules and policies may be adopted, amended, or rescinded at any Annual meeting of the Coalition without prev ...
Elizabeth Wilson, DTM - Toastmasters International
... RANCHO SANTA MARGARITA, Calif., Aug. 22, 2016 — Elisa Tay, of Davao City, Philippines, has been elected to the Board of Directors of Toastmasters International, the world’s leading organization devoted to teaching skills in communication and leadership. Tay was elected to the 2016-2018 two-year term ...
... RANCHO SANTA MARGARITA, Calif., Aug. 22, 2016 — Elisa Tay, of Davao City, Philippines, has been elected to the Board of Directors of Toastmasters International, the world’s leading organization devoted to teaching skills in communication and leadership. Tay was elected to the 2016-2018 two-year term ...
On the Hook: Directors Liability for Corporate Tax
... A director has a positive duty to obtain information or become aware of facts which might lead to the conclusion that there is, or could be, a potential problem with remittances. The typical situation in which a director is, or ought to have been, aware of the possibility of such a problem is where ...
... A director has a positive duty to obtain information or become aware of facts which might lead to the conclusion that there is, or could be, a potential problem with remittances. The typical situation in which a director is, or ought to have been, aware of the possibility of such a problem is where ...
07-23-2013Boardmeeti.. - Seattle Farm Co-op
... 2.6. After BYB left the meeting, the SFC board considered that the schedule proposed for the event day was probably too early and it was suggested that it might be shifted to 4pm‐5pm for membership meeting, 5pm‐9pm for all other event activities which means the venue should be available from 3pm‐ ...
... 2.6. After BYB left the meeting, the SFC board considered that the schedule proposed for the event day was probably too early and it was suggested that it might be shifted to 4pm‐5pm for membership meeting, 5pm‐9pm for all other event activities which means the venue should be available from 3pm‐ ...
FOR IMMEDIATE PRESS RELEASE - Pennsylvania Immigration
... PICC Executive Director position. Since Brad has already been working with the board for many years, it should be a smooth transition!” Brad plans to continue all the great work that the previous Executive Director, Regan Cooper, established with PICC over the past eight years. Brad’s focus for his ...
... PICC Executive Director position. Since Brad has already been working with the board for many years, it should be a smooth transition!” Brad plans to continue all the great work that the previous Executive Director, Regan Cooper, established with PICC over the past eight years. Brad’s focus for his ...
`C` Corporation
... The Close Corporation was created by an act of legislature especially for small corporations which have a small number of stock holders usually having ties to one another through family relationships or friends and business partners. Close corporations are special cases of regular business corporati ...
... The Close Corporation was created by an act of legislature especially for small corporations which have a small number of stock holders usually having ties to one another through family relationships or friends and business partners. Close corporations are special cases of regular business corporati ...
Wix.com Ltd. (Form: 6-K, Received: 08/09/2016 06
... “routine” proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is proposal no. 4 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending Decem ...
... “routine” proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is proposal no. 4 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending Decem ...
appointment of non-clinical professionals to cmace board
... range of key skills required to deliver the aims, objectives and goals. They specify that, in addition to the Chair, there will be four clinical professionals, two non-clinical professionals and a lay member. Each trustee therefore brings an additional purpose in their contribution to the CMACE boar ...
... range of key skills required to deliver the aims, objectives and goals. They specify that, in addition to the Chair, there will be four clinical professionals, two non-clinical professionals and a lay member. Each trustee therefore brings an additional purpose in their contribution to the CMACE boar ...
approved May 6 2009
... You may not take personal advantage of an opportunity available to the Ontario Council of Shooters, unless (a) It is clear that the Ontario Council of Shooters has irrevocably decided against pursuing the opportunity and (b) The opportunity is equally available to members of the public. ...
... You may not take personal advantage of an opportunity available to the Ontario Council of Shooters, unless (a) It is clear that the Ontario Council of Shooters has irrevocably decided against pursuing the opportunity and (b) The opportunity is equally available to members of the public. ...
Characteristics of A Corporation
... business as a corporation vary with each state. The basic provisions of corporate laws are similar in most states, however. Although corporations are formed under the laws of a particular state (as “domestic corporations”), they may file applications to conduct business in other states (as “foreign ...
... business as a corporation vary with each state. The basic provisions of corporate laws are similar in most states, however. Although corporations are formed under the laws of a particular state (as “domestic corporations”), they may file applications to conduct business in other states (as “foreign ...
determining the right legal structure for your social enterprise
... There are also a number of different types of co-operatives and most cannot access grant funding. There is a type of co-op however, which is charitable in nature, known as a co-op established for the Benefit of the Community, (this is a type of Industrial and Provident Society which is also an unreg ...
... There are also a number of different types of co-operatives and most cannot access grant funding. There is a type of co-op however, which is charitable in nature, known as a co-op established for the Benefit of the Community, (this is a type of Industrial and Provident Society which is also an unreg ...
proper organizational structure
... Board of directors, annual Board of directors, annual meetings and meetings and annual annual reporting reporting required. required. ...
... Board of directors, annual Board of directors, annual meetings and meetings and annual annual reporting reporting required. required. ...
Markit Ltd. - cloudfront.net
... The enclosed proxy is solicited on behalf of the board of directors (the “Board” or the “Directors”) of Markit Ltd., a Bermuda company (the “Company”), for use at the Company’s Annual General Meeting of Shareholders to be held at Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London, EC2V ...
... The enclosed proxy is solicited on behalf of the board of directors (the “Board” or the “Directors”) of Markit Ltd., a Bermuda company (the “Company”), for use at the Company’s Annual General Meeting of Shareholders to be held at Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London, EC2V ...
January 27, 2011 - Swing `n` Country
... Board Member at large: Bob Vondrash (1-year term) o It appears that it will not be necessary to have an election o Qualities sought in Board Members Trustworthiness Honesty Discretion Ability to play well with others Website Julie will submit approved Dec Board minutes to Roger for inclu ...
... Board Member at large: Bob Vondrash (1-year term) o It appears that it will not be necessary to have an election o Qualities sought in Board Members Trustworthiness Honesty Discretion Ability to play well with others Website Julie will submit approved Dec Board minutes to Roger for inclu ...
Biotie Therapies Corp. (Form: 6-K, Received: 06/30/2016
... Timo Veromaa, President and CEO of Biotie Therapies Corp. (“ Biotie ”, the “ Company ”) David Cook, CFO and Stephen Bandak, CMO of Biotie are leaving the Company by June 30, 2016. The Board of Directors of Biotie has appointed Antero Kallio, M.D., as the new CEO and Kristian Rantala as CFO for the C ...
... Timo Veromaa, President and CEO of Biotie Therapies Corp. (“ Biotie ”, the “ Company ”) David Cook, CFO and Stephen Bandak, CMO of Biotie are leaving the Company by June 30, 2016. The Board of Directors of Biotie has appointed Antero Kallio, M.D., as the new CEO and Kristian Rantala as CFO for the C ...
Board of directors
A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors. It is often simply referred to as ""the board"".A board's activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself. These matters are typically detailed in the organization's bylaws. The bylaws commonly also specify the number of members of the board, how they are to be chosen, and when they are to meet. However, these bylaws rarely address a board's powers when faced with a corporate turnaround or restructuring, where board members need to act as agents of change in addition to their traditional fiduciary responsibilities.In an organization with voting members, the board acts on behalf of, and is subordinate to, the organization's full group, which usually chooses the members of the board. In a stock corporation, the board is elected by the shareholders and is the highest authority in the management of the corporation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution; its members are sometimes chosen by the board itself.Typical duties of boards of directors include: governing the organization by establishing broad policies and objectives; selecting, appointing, supporting and reviewing the performance of the chief executive; ensuring the availability of adequate financial resources; approving annual budgets; accounting to the stakeholders for the organization's performance; setting the salaries and compensation of company management;The legal responsibilities of boards and board members vary with the nature of the organization, and with the jurisdiction within which it operates. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types.Typically the board chooses one of its members to be the chairman, who holds whatever title is specified in the bylaws or articles of association.