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Full-Text Articles in Law
The Director's Fiduciary Duty In A Close Corporation, Saichai Ue-Orrachorphong
The Director's Fiduciary Duty In A Close Corporation, Saichai Ue-Orrachorphong
LLM Theses and Essays
This paper focuses on a comparative analysis of the fiduciary duties of directors in a close corporation in Thailand and the U.S. The author describes the legal standards for director’s conduct and protective measures established by law and judicial rules that protect directors that act honestly and in the best interest of the corporation. The paper examines concepts such as the business judgment rule, duty of loyalty and duty of care under the Model Business Corporation Act as well as under Thai law. The paper concludes with a suggestion that Thai law should give more leeway to directors in the …
Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt
Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt
LLM Theses and Essays
To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some …