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Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe
Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe
LLM Theses and Essays
When discussing mergers and acquisitions, most of the focus is given to whether the board of directors of the target company has a right of “self-defense” to stay independent. However, this thesis focuses on the other side of the transaction and seeks to determine whether the bidder in making a tender offer is acting unlawfully. Since a director has unlimited personal liability for a breach of his or her fiduciary duties, the question of whether a takeover-bid can be a breach of a director’s fiduciary duty is of great importance, yet little literature and no case law are devoted to …
Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher
Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher
LLM Theses and Essays
Agents of partnerships and corporations often acquire important and secret incoming and outgoing information. Protecting this information becomes especially critical during corporate restructuring. In this paper, the author reviews current agency law, fiduciary duties, liability, and mechanisms utilized by companies to prevent the disclosure of confidential information and discusses the inadequacies of these traditional protections in current business realities. Specific examples of disclosing confidential information and trade secrets are provided. Also, the author critiques both long-term measures, such as improvement of the structural reorganization process and the development of a new business ethic, as well as short-term methods, like the …