Business Law
| Formation of a Partnership |
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| A partnership is created when members of the partnership intentionally join together to carry on a business that is not incorporated. Members, or partners, may be individuals, trusts, estates, corporations, or other partnerships. More... |
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| Disclosure of a Corporate Opportunity |
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| Generally, a corporate director breaches the duty of loyalty if she seizes a business opportunity for herself that the corporation was financially capable of undertaking or in which the corporation had a reasonable interest or expectancy. Additionally, the director's loyalty is called into question if she takes personal advantage of a business opportunity that was in line with the corporation's business. More... |
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| Degree of Culpability |
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| Typically, directors who conduct the corporation's business must exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. This "ordinary" standard of care has been adopted by a majority of states and enacted in their corporation statutes. However, courts consistently interpret the culpability standard for the duty of care as one of gross negligence. More... |
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| Initial Public Offerings and Lockup Agreements |
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| A lockup agreement is a contract between an underwriter and a company going public in which the insiders of the company, including directors, officers, employees, and friends and family agree that they will not sell shares of the company they own until a set period of time after the company's shares are sold to the public. The objective of the lockup agreement is to provide a stable market for the securities for a reasonable time after the initial public offering. More... |
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| Corporate Creditors |
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| Generally, directors do not owe a fiduciary duty to a corporate creditor when that creditor has contracted exclusively with the corporation. However, a director may owe a fiduciary duty to a corporate creditor to protect the corporate assets when the corporation becomes insolvent.
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