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Contracting Out Of Fiduciary Duties
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Book Synopsis Contracting Out of Fiduciary Duties in LLCs by : H. Justin Pace
Download or read book Contracting Out of Fiduciary Duties in LLCs written by H. Justin Pace and published by . This book was released on 2016 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: LLCs statutes ostensibly offer businesspersons far greater ability to contract out of fiduciary duties than the partnership statutes that once would have covered similar businesses. Ribstein and Keatinge on Limited Liability Companies identifies five approaches to contracting out of fiduciary duties. Of these, the approach taken in the Delaware statute is by far the most popular, rivaled only by the approach of the ULLCA. Sixteen other states have adopted the Delaware approach. These include both major LLC states such as Nevada and Delaware and major commercial states such as California and Texas. The Delaware approach allows for complete freedom of contract in contracting out of fiduciary duties (outside of the implied duties of good faith and fair dealing inherent in all contracts). While it is unsurprising that many states would look to Delaware for business association law given the leading role it has traditionally played, it is surprising that they would adopt such a permissive approach to this issue. This paper shows that several courts outside of Delaware have been hostile to waivers of fiduciary duties in LLC operating agreements, permissive LLC statutes notwithstanding. This paper also shows, perhaps more problematically, that courts in only some of the states that follow Delaware's approach have addressed the issue. This paper addresses arguments against enforcing waivers, including arguments rooted in cognitive limitations, and identifies statutory, not common, law as the better path to providing for waiver.
Book Synopsis Contracting Out of the Fiduciary Duty of Loyalty by : Gabriel V. Rauterberg
Download or read book Contracting Out of the Fiduciary Duty of Loyalty written by Gabriel V. Rauterberg and published by . This book was released on 2017 with total page 50 pages. Available in PDF, EPUB and Kindle. Book excerpt: For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware's lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no empirical study has attempted to measure either the corporate response to these reforms, or to evaluate the implications of that response.This Article presents the first broad empirical investigation of the area. Contrary to conventional wisdom, we find that hundreds of public corporations have adopted waivers - often with capacious scope and reach. We thus establish a central empirical fact that is an important baseline for further discussion: public corporations have an enormous appetite for contracting out of the duty of loyalty when freed to do so. Our analysis further sheds light on the high-stakes normative debate around the relationship between fiduciary principles and freedom of contract. What types of corporations choose to contract around default rules? When they do so, do such measures tend to bolster or thwart shareholder welfare? We develop an efficient contracting approach to explain why corporations - and their shareholders - might favor tailoring the duty of loyalty, and provide empirical evidence that Delaware's experiment has generally been a success.
Book Synopsis Contracting Out of Fiduciary Duties by : Ernest Lim
Download or read book Contracting Out of Fiduciary Duties written by Ernest Lim and published by . This book was released on 2017 with total page 53 pages. Available in PDF, EPUB and Kindle. Book excerpt: A significant implication arising out of an increasingly influential view that fiduciary duties are terms expressed or implied into voluntary undertakings is that all express or implied fiduciary duties can be excluded. This article critiques this implication by advancing the argument that this implication is doctrinally unjustified and normatively questionable through an analysis of the circumstances in which directors' fiduciary duties have been contracted out under English law.
Book Synopsis Contracting Out of Fiduciary Duties - a Glimpse at the Future? by : Jeremy Low
Download or read book Contracting Out of Fiduciary Duties - a Glimpse at the Future? written by Jeremy Low and published by . This book was released on 1998 with total page 210 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Fiduciary Law written by Tamar Frankel and published by . This book was released on 2011 with total page 334 pages. Available in PDF, EPUB and Kindle. Book excerpt: In Fiduciary Law, Tamar Frankel examines the structure, principles, themes, and objectives of fiduciary law. Fiduciaries, which include corporate managers, money managers, lawyers, and physicians among others, are entrusted with money or power. Frankel explains how fiduciary law is designed to offer protection from abuse of this method of safekeeping. She deals with fiduciaries in general, and identifies situations in which fiduciary law falls short of offering protection. Frankel analyzes fiduciary debates, and argues that greater preventive measures are required. She offers guidelines for determining the boundaries and substance of fiduciary law, and discusses how failure to enforce fiduciary law can contribute to failing financial and economic systems. Frankel offers ideas and explanations for the courts, regulators, and legislatures, as well as the fiduciaries and entrustors. She argues for strong legal protection against abuse of entrustment as a means of encouraging fiduciary services in society. Fiduciary Law can help lawyers and policy makers designing the future law and the systems that it protects.
Book Synopsis The Oxford Handbook of Fiduciary Law by : Evan J. Criddle
Download or read book The Oxford Handbook of Fiduciary Law written by Evan J. Criddle and published by Oxford University Press. This book was released on 2019-04-29 with total page 912 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Oxford Handbook of Fiduciary Law provides a comprehensive overview of critical topics in fiduciary law and theory through chapters authored by leading scholars. The Handbook opens with surveys of the many fields of law in which fiduciary duties arise, including agency law, trust law, corporate law, pension law, bankruptcy law, family law, employment law, legal representation, health care, and international law. Drawing on these surveys, the Handbook offers a synthetic analysis of fiduciary law's key concepts and principles. Chapters in the Handbook explore the defining features of fiduciary relationships, clarify the distinctive fiduciary duties that arise in these relationships, and identify the remedies available for breach of fiduciary duties. The volume also provides numerous comparative perspectives on fiduciary law from eminent legal historians and from scholars with deep expertise in a diverse array of the world's legal systems. Finally, the Handbook lays the groundwork for future research on fiduciary law and theory by highlighting cross-cutting themes, identifying persistent theoretical and practical challenges, and exploring how the field could be enriched through empirical analysis and interdisciplinary insights from economics, philosophy, and psychology. Unparalleled in its breadth and depth of coverage, The Oxford Handbook of Fiduciary Law represents an invaluable resource for practitioners, policymakers, scholars, and students in this essential field of law.
Book Synopsis Contractual Good Faith by : Steven J. Burton
Download or read book Contractual Good Faith written by Steven J. Burton and published by . This book was released on 1995 with total page 504 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis The Genius of American Corporate Law by : Roberta Romano
Download or read book The Genius of American Corporate Law written by Roberta Romano and published by American Enterprise Institute. This book was released on 1993 with total page 180 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.
Book Synopsis The Rise of the Uncorporation by : Larry E. Ribstein
Download or read book The Rise of the Uncorporation written by Larry E. Ribstein and published by . This book was released on 2010 with total page 294 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Rise of the Uncorporation covers the history, law, and finance of unincorporated firms. These "uncorporations" including general and limited partnerships and limited liability companies, are now the dominant business form of non-publicly-traded firms. Through private equity and publicly traded partnerships, uncorporations have emerged as a significant force in the governance of a wide range of the biggest firms. This is the first general theoretical and practical overview of alternatives to incorporation, including ancillary concepts connected with the evolution of these firms, and analysis of likely future trends in business organization. The Rise of the Uncorporation provides a clear and easily understandable theoretical and practical background to this important subject.
Book Synopsis Fiduciary Obligations by : Paul Finn
Download or read book Fiduciary Obligations written by Paul Finn and published by . This book was released on 2016-12-06 with total page 397 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume brings together three separate works written by Paul Finn over nearly 40 years. The first, Fiduciary Obligations, was published in 1977. It has been out of print for many years, though it is still widely cited both in judicial decisions in common law countries and in international scholarship on fiduciary law. It has been regarded widely as a 'seminal' or 'classic' piece. Its publication preceded two important developments. The first was the High Court of Australia's systematic reappraisal of equity jurisprudence in the 1980s. This contributed significantly to the shaping and future direction of modern fiduciary law in Australia. The second was the growth in civil litigation in common law countries against banks, advisers in many guises, commercial 'agents', franchisees, joint venturers and other commercial actors which raised issues as to the extent to which, if at all, functions they performed for customers, etc, could attract strict fiduciary standards of conduct or merely those lesser standards otherwise imposed by the common law or equity.These two developments inform the second work in the volume, "The Fiduciary Principle", which was published in Canada in 1989, but is relatively unknown in Australia. Though its scope was limited designedly to those standards of conduct the fiduciary principle imposed on private law fiduciaries, it indicated when, and to what extent, a person or body would be a 'fiduciary' for the purposes of those standards. It accepted that, while 'fiduciary' could not be defined, it could be described. That description, founded on a 'legitimate expectation' test, is commonly used both in Australia and elsewhere.The third piece, "Fiduciary Reflections" was published in 2014 and contains the author's personal reflections on the course of Australian fiduciary law since the publication of Fiduciary Obligations. It suggests that, despite the clear signposts for the future development of fiduciary law given by the High Court in the 1980s, recent decisions of subordinate Australian courts seem to be heading, unnecessarily, in the opposite direction. Now at risk are the coherence of fiduciary law and its rationale.* Click here for information on our title Finn's Law: An Australian Justice edited by Tim Bonyhady.From the Book Launch Fiduciary Obligations and Finn's Law, address by The Hon Keith Mason AC QC, 9 February 2017..."Fiduciary Obligations comes with a modern Introductory Comment by Paul himself, a Preface by Sir Anthony Mason, and the reproduction of two of Paul's many extra-judicial contributions on the topic. These are an article on The Fiduciary Principle that first appeared in 1989 and another, called Fiduciary Reflections, that was published in 2014. The latter tracks developments in Paul's thinking and scholarship on this topic over the past 40 years as well as its reception into law. ... Together, these two books will enable the discerning academic or practitioner to survey large swathes of law. The eminence of the various contributors allows us to be sure that we are shown where the law has come from, where it is going, and where the law in Australia is converging or diverging from that of overseas. Each book shows what vast strides have been made in the coherent understanding of legal and equitable principles, the magnetic interplay between statutory and judge-made law, and the convergence of public and private law discourse that has taken place in the 46 years since Paul Finn first slipped shyly into postgraduate studies at London University." Read Launch Speech...
Book Synopsis Does the operator in a Joint Operating Agreement owe a fiduciary duty to non-operators? by : Shamsu Yahaya
Download or read book Does the operator in a Joint Operating Agreement owe a fiduciary duty to non-operators? written by Shamsu Yahaya and published by GRIN Verlag. This book was released on 2010 with total page 29 pages. Available in PDF, EPUB and Kindle. Book excerpt: Studienarbeit aus dem Jahr 2009 im Fachbereich Politik - Internationale Politik - Region: USA, University of Abertay Dundee (Centre for energy, petroleum and mineral law and policy), Sprache: Deutsch, Abstract: The classification of the operator's relationship with the non-operators in a Joint Operating Agreement is an issue that deserves some scrutiny. Is the operator a fiduciary or not? In an attempt to answer this question, this paper will take a case study of the United States model Joint Operating Agreement forms and undertake an analysis of judicial interpretations and approaches to the provisions in the Model Forms regarding the duties and liabilities of operators. Both Common Law and Equity have classically imposed fiduciary duties on trustees and agents. The courts, as we shall see, have, however rendered different connotations in ascertaining the operator's duties despite the clear language used in the Model Forms exempting the operator from fiduciary obligations. The conclusion at the end will highlight the position of the law in other jurisdictions outside the USA.
Book Synopsis Takeover Defense by : Arthur Fleischer
Download or read book Takeover Defense written by Arthur Fleischer and published by Aspen Publishers. This book was released on 1990 with total page 850 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Fiduciary Loyalty by : Matthew Conaglen
Download or read book Fiduciary Loyalty written by Matthew Conaglen and published by Bloomsbury Publishing. This book was released on 2010-01-08 with total page 332 pages. Available in PDF, EPUB and Kindle. Book excerpt: Winner of the second SLS Peter Birks Prize for Outstanding Legal Scholarship 2010. Fiduciary Loyalty presents a comprehensive analysis of the nature and function of fiduciary duties. The concept of loyalty, which lies at the heart of fiduciary doctrine, is a form of protection which is designed to enhance the likelihood of due performance of non-fiduciary duties, by seeking to avoid influences or temptations that may distract the fiduciary from providing such proper performance. In developing this position, the book takes the novel approach of putting to one side the difficult question of when fiduciary duties arise in order to focus attention instead on what fiduciary duties do when they are owed. The issue of when fiduciary duties arise can then be returned to, and considered more profitably, once a clear view has emerged of the function that such duties perform. The analysis advanced in the book has both practical and theoretical implications for understanding fiduciary doctrine. For example, it provides a sound conceptual footing for understanding the relationship between fiduciary and non-fiduciary duties, highlighting the practical importance of analysing both forms of duties carefully when considering fiduciary claims. Further, it explains a number of tenets within fiduciary doctrine, such as the proscriptive nature of fiduciary duties and the need to obtain the principal's fully informed consent in order to avoid fiduciary liability. Understanding the relationship between fiduciary and non-fiduciary duties also provides a solid foundation for addressing issues concerning compensatory remedies for their breach and potential defences such as contributory fault. The distinctive purpose that fiduciary duties serve also provides a firm theoretical basis for maintaining their separation from other forms of civil obligation, such as those that arise under the law of contracts and of torts.
Book Synopsis Fiduciary Duties in Canada by : Mark Vincent Ellis
Download or read book Fiduciary Duties in Canada written by Mark Vincent Ellis and published by Thomson Carswell. This book was released on 1988 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Agency written by Roderick Munday and published by Oxford University Press, USA. This book was released on 2010 with total page 409 pages. Available in PDF, EPUB and Kindle. Book excerpt: This new work provides a useful and accessible reminder of the principles of agency law for experienced practitioners, as well as an invaluable guide for students looking for an approachable text on this topic.
Author :American Bar Association. House of Delegates Publisher :American Bar Association ISBN 13 :9781590318737 Total Pages :216 pages Book Rating :4.3/5 (187 download)
Book Synopsis Model Rules of Professional Conduct by : American Bar Association. House of Delegates
Download or read book Model Rules of Professional Conduct written by American Bar Association. House of Delegates and published by American Bar Association. This book was released on 2007 with total page 216 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
Download or read book Fiduciary Duties written by Michael Ng and published by Canada Law Book. This book was released on 2003 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
