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https://www.stimmel-law.com/en/articles/corporate-officers-duties-and-fiduciary-responsibilities#:~:text=The%20Business%20Judgment%20Rule.%20Within%20the%20limits%20of,to%20their%20failures%20and%20the%20resultant%20judicial%20scrutiny.
https://www.amazon.com/Business-Judgment-Rule-Fiduciary-Corporate/dp/0735560897
this new sixth edition of the business judgment rule: fiduciary duties of corporate directors explores the latest developments in the law in delaware and all other jurisdictions that have addressed business judgment rule and related corporate governance issues, as well as the most recent cases exploring the breadth and limits of the business …
https://www.stimmel-law.com/en/articles/business-judgment-rule-corporate-director-fiduciaries
The Business Judgment Rule (hereafter ”BJR”) provides that mere errors in judgment in and of themselves may not create liability on the part of the fiduciary to the company but only if the fiduciary is a director. The law is less generous as to its role with other fiduciaries, such as officers, general partners or managing members of an LLC.
https://www.jstor.org/stable/40686882
The Business Judgment Rule: Fiduciary Duties of Corporate Directors and Officers By Dennis J. Block, Nancy E. Barton, and Stephen A. Radin* Reviewed by Joseph H. Flom and Rodman Ward, Jr.** As early as 1847, in Godbold v. Branch Bank,1 the Alabama Supreme Court defined the basic rationale of the doctrine later to be called the business
https://lawshelf.com/shortvideoscontentview/the-business-judgement-rule/
The business judgment rule is an important caveat to the corporate duty of care owed by officers and directors to their companies. The duty of care requires directors and officers to act in as competent a manner as would reasonably prudent people in their positions.[1]
https://www.oflaherty-law.com/learn-about-law/fiduciary-duties-of-corporate-officers-and-director
Duty of Loyalty: This fiduciary duty states that corporate officers and directors must always put the interests of the corporation and shareholders above their own self-interests. For example, let’s say a corporate Vice President has shares in a …
http://laniganpl.com/2012/06/30/fiduciary-duties-of-corporate-directors-and-officers/
The business judgment rule is a principle of corporate governance that has traditionally operated as a shield to protect directors from liability for their decisions. The idea is that if the directors are entitled to the protection of the rule, then the courts should not interfere with or second-guess their decisions.
https://zagrans.com/articles/three-fiduciary-duties-every-corporate-officer-and-director-should-know/
1. Duty of good faith Officers and directors must always act in the best interests of the corporation. This standard underscores everything they do, from making business decisions to managing corporate assets to identifying and disclosing potential conflicts of interests. 2. …
https://www.stimmel-law.com/en/articles/corporate-officers-duties-and-fiduciary-responsibilities
In the corporate setting, the fiduciary duty requires both directors and officers to apply their best business judgment, to act in good faith, and to promote the best interests of the corporation. Note that officers usually hire and supervise other employees within a company, acting as senior management, but that such a role is not essential.
https://corpgov.law.harvard.edu/2020/03/10/directors-fiduciary-duties-back-to-delaware-law-basics/
As applied there, this duty will be breached if directors (a) consciously fail to implement a board-level system to monitor reasonably company compliance with applicable law and related company protocols, or (b) having implemented such a system, consciously ignore red flags signaling material company noncompliance with such law and protocols.
https://www.thompsonhine.com/publications/new-ohio-corporation-law-provisions-define-officers-fiduciary-duty-limit-liability
Corporations, by board action, can impose heavier fiduciary duties on officers, whether through provisions in the articles or regulations or by contract. Section 1701.641 (E) additionally makes clear that an officer remains subject to liability as before for actions taken in any non-officer capacity.
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