Duty of Loyalty
From Wikipedia, the free encyclopedia
This article does not cite any references or sources. (July 2007) Please help improve this article by adding citations to reliable sources. Unverifiable material may be challenged and removed. |
Companies law |
---|
Company · Business |
Sole proprietorship |
Partnership (General · Limited · LLP) |
Corporation |
Cooperative |
United States: |
S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Business trust |
UK/Ireland/Commonwealth: |
Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company |
European Union/EEA: |
SE · SCE |
Other countries: |
AB · AG · ANS · A/S · AS · GmbH |
K.K. · N.V. · OY · S.A. · Full list |
Doctrines |
Corporate governance |
Limited liability · Ultra vires |
Business judgment rule |
Internal affairs doctrine |
De facto corporation and corporation by estoppel |
Piercing the corporate veil |
Rochdale Principles |
Related areas of law |
Contract · Civil procedure |
Duty of Loyalty is a term used in corporate law to describe a fiduciary's loyalty to a corporation.
Section 8.60 of Model Business Corporation Act states there is a conflict of interest when the director knows that at the time of a commitment that he or a related person is 1) a party to the transaction or 2) has a beneficial financial interest in the transaction that the interest.
[edit] Conditions of self-dealing transaction
- A key player and the corporation are on opposite sides of the transaction
- The key player has helped influence the corporation's decisions to enter the transaction
- The key player's personal financial interest are at least potentially in conflict with the financial interests of the corporation.
Definition: General duty imposed on a person with power
[edit] Ways the proponent of a self-dealing transaction can avoid invalidation
- By showing approval by a majority of disinterested directors
- Showing ratification by shareholders (MBCA 8.63)
- Showing transaction was inherently fair (MBCA 8.61)