Fiduciary Relationship Essay: Key Considerations

Fiduciary Relationship Essay
I.Question 1
Courts have identified two categories of fiduciary relationships: The first is "inherently fiduciary" and the second is "fact–based". The circumstances in
which a fiduciary relationship would arise include:
A.Undertaking of trust and confidence
Mostly, fiduciary relationships involve an agreement where one party accepts from another on trust, the exercise of a power or discretion over his or
her interests. The agreement does not need to be contractual. The key criterion is whether 'one party is reasonably entitled to repose and does repose
trust and confidence in another'. That is when any particular aspect of the agreement gives rise to an obligation of loyalty, beyond the contractual terms.
B.Vulnerability
Often a ... Show more content on Helpwriting.net ...
Moreover, a fiduciary relationship does not arise where one of the parties has failed to protect himself adequately. However, Mason J (dissent) found
there was a limited fiduciary relationship. Although HPI was entitled to act in its own interests, it is not inconsistent with a fiduciary relationship if
there is also an obligation to act in another's interests.
In contrast, the NZSC in Chrinside v Fay [2006] unanimously held the parties in a joint venture owed each other fiduciary duties. A joint venture with
a view of sharing the profit is inherently fiduciary per Elias CJ. Further, when a joint venture had sufficiently advanced beyond mere discussion of
possibilities to making plan, costing and implementing, it does amount to a relationship of fiduciary per Gault J. Moreover, most joint venture
relationships can properly be regarded as being inherently fiduciary because of the analogy with partnerships per Tipping and Blanchard JJ. The key
point is whether the relationship entitled one party to repose trust and confidence in the other party.
In my view the New Zealand Supreme Court's approach is more convincing.
III.Question 3
There is a presumptive requirement that once a breach of fiduciary duty has been established the errant fiduciary must disgorge all profits made by dint
of the breach. There are two main exceptions to that rule. First is where there has been some antecedent agreement for profit
... Get more on HelpWriting.net ...

Fiduciary Acceptance Definition
The fiduciary administration is the responsibility of the trustee for managing the trust property. The trustee has "all of the powers over trust property
that a legally competent, unmarried individual has with respect to individually owned property." But it is the beneficiaries, not the trustee, that bear the
consequences of the trustee's exercise of these powers. Meanwhile, by making a transfer in testamentary trust rather than outright leave them to their
heirs, a settlor ensures that the property will be managed and distributed in accordance with his wishes which expressed in the terms of the trust rather
than the whims of the beneficiaries. A testamentary trust also allows the settlor to empower the trustee to decide how the trust property... Show more
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From the view above, beneficiaries may bear high risk for the consequences of intentionally or negligently improper actions of trustee. So there must be
some measures to protect the beneficiaries from mismanagement or misappropriation by the trustee. In deciding whether and how to exercise the
powers of the trusteeship, the trustee is subject to and must act in accordance with the trustee's fiduciary duties. The fiduciary duties come from the
law of fiduciary administration, whose purpose is to induce the trustee to adhere to the terms of the trust and to act prudently and in the best interests
of the beneficiaries. Trustees are subject to overarching fiduciary duties of loyalty and prudence. The fiduciary duties are the highest standard of care,
at the same time, trustees have to be subject to a host of subsidiary duties, such as keeping adequate records and disclosing information about the trust
to the beneficiaries. If trustee breaches the fiduciary duties, he or she may be removed from office, and need to account for the ill–gotten profit. The
beneficiaries are entitled to damages, even if they suffered no

Preliminary Considerations With Fiduciary, Corporate,...
Preliminary Considerations With Respect To Tax, Corporate, Securities and Regulatory Law [Level 3 Practice Note] When planning a divestiture, the
parent [and its advisors] must tailor the structure of the transaction to meet the strategic objectives of parent. It is imperative that such objectives be
clearly articulated so that the parent and its advisors are able to develop a structure that (a) achieves the business and financial goals, including tax
treatment, parent intends, and (b) may be executed (i) in the time frame parent anticipates and (ii) most efficiently taking into consideration (A)
corporate and securities laws at the state level, (B) securities laws, anti–trust laws, and laws governing foreign ownership of US assets, at the federal
level, and (C) overall transaction cost. Following are key tax, corporate law, securities law and antitrust and other regulatory issues typically
considered in selecting and developing the structure for a divestiture transaction. For more detailed analyses of such issues, see the practice notes for
Sales of a Division or Subsidiary, Equity Carveouts, and Spin–Offs . Tax Considerations. Note that tax treatment is often a primary driver in selecting
and tailoring a transaction structure for a divestiture. Following are key tax considerations: Corporate Level Sale of Assets or Stock: Sales of assets
or stock to a third party are generally taxable to the parent to the extent the purchase price exceeds the parent's basis in the

Daniel Katz Case
Subsections (a)(1), (a)(2), (b)(4), (b)(5), and (d) of ET В§ 17–113, all illustrate that an agent's primary obligation to a principal under a power of
attorney is to act in the best interest of the principal, i.e., Daniel Katz. Id. Were this a motion for summary judgment Martin would easily show that he
has acted constant with his obligations under ET В§ 17–113, but such is not the question here. Rather, the material question in this matter is whether
plaintiffs have pleaded facts sufficient to show that Martin has acted inconsistent with his duties under ET В§ 17–113.
In paragraphs 35, 36, 37, and 42, plaintiffs provide an exhaustive list of demands that Lauren and Rifkin feel are owed to them from Daniel's assets.
These self–serving–and frankly, quite concerning–assertions fundamentally misapprehend the nature of the fiduciary relationship at issue here. In this
matter, Martin owes no duties to Lauren or Rifkin. Rather, pursuant to the power of attorney, Martin only owes fiduciary obligations to Daniel to
provide for his best interest, as Daniel–and no one else–is the principal. Indeed, plaintiffs' complaint is full of allegations ... Show more content on
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of Teamsters v. Willis Corroon Corp., 369 Md. 724, 727 n.1 (2002); Kann v. Kann, 344 Md. 689, 693 (1997) ("[A]llegations of breach of fiduciaryduty,
in and of themselves, do not give rise to an omnibus or generic cause of action at law that is assertable against all fiduciaries."). Fiduciary obligations
may surely arise by means of contract, the imposition of a duty in tort, or some other sort of relationship, and when they do, "[c]ounsel are required to
identify the particular fiduciary relationship involved, identify how it was breached, consider the remedies available, and select those remedies
appropriate to the client's problem." Kann, 344 Md. at

Legal Concepts Of The Firm
1.1Legal Different Concepts of the Firm:
The precise legal details of the corporation's differ across countries. The company law of the U.K is similar to the company law of the U.K because
they share a common origin. The managers in both countries have a fiduciary duty to the shareholders. In other words, they have a strong requirement
to act in the interests of shareholders. The channel through which shareholders exercises control of company affairs is the board of directors. The
board is elected by shareholders and typically on a one–share vote basis. Sometimes multiple classes of shares exits, the main difference between
classes being the number of votes each share has attached to it. The board of directors consists of a mix outside directors and inside directors, the
latter being the top executives of the firm. It is rare that the Chief Executive Officer (CEO) is not on the board. In both U.S and U.K the CEO often
acts as chairman as well. Once elected the board of directors of directors specifies the business policies to be pursued by the firm. The role of
management is to implement the policies determined by the board. Shareholders have very little say in the affairs of the company beyond electing
directors. For example, it is the directors who decide on their own compensation, without any input from shareholders. A committee of outside directors
determines the senior management' compensation. Except in unusual circumstances, such as a proxy fight, the outside

Defining The Three Different Ways That You Can Organize...
a. Define the three different ways that you can organize your new business. Given the above facts, please provide one advantage and one disadvantage
with respect to each type of business organization and then choose a business structure for your new venture; explain why you chose the way you did.
(10 marks)
There are essentially three major types of business organizations:
Sole Proprietorship: A business which involves an individual carrying on business alone, the business is the sole responsibility of one person, the
owner. An advantage of running a business as a sole proprietor is that the owner has complete control and decision making power over the business. A
disadvantage however is that the sole proprietor is held personally liable ... Show more content on Helpwriting.net ...
I choose to start cooperation because it is a separate legal entity, separate from the people who own, control and manage it; by registering my business
as cooperation I will not personally be responsible for the corporation's debts.
b.Based upon the business organization that you chose, how are you going to raise the funds to finance the business? Also, please describe what the
provider of funds will receive in exchange for these funds. (10 marks)
Since I have estimated that I will need $1,000,000 to finance my business I have to now think of how I am going to raise this capital, the different
ways to raise capital, would fall under two categories – equity and debt financing. I will begin to sell ownership shares of my business by approaching
investors, I already have a friend who has informed me that she would be interested in my venture and would be willing to invest $100,000 in my
business, I have my family too that has pledged to help me financially. I can ask them to become equity investors in my business; I could offer them a
share in the ownership of my business. Depending on the success of my company I could agree to issue dividends to them too. Various governments
also give out loans to new businesses, called small business loans to encourage new

The Managerial Shift Toward Stakeholder Relationship...
There has been a shift in managerial attitudes toward, and consideration for, social and environmental issues in recent decades (Parnell, Scott, &
Angelopoulos, 2013). While mangers have traditionally been obligated to work for the good of the shareholder, widespread adoption of the
stakeholder theory demands that managers seriously consider the impacts of the firm's decisions on all affected outside parties, or stakeholders
(Boatright, 1994; Parnell et al., 2013). However, purchasing and supply chain management (PSCM) in practice seems to remain oriented toward profit
maximization, though interest in social responsibility is growing (Ferrell, Rogers, Ferrell, & Sawayda, 2013). The managerial shift toward stakeholder
relationship management has been evident, yet the extent to which PSCM departments have embraced stakeholder theory is less obvious.
This is problematic because PSCM is a developing discipline (Spina, Caniato, Luzzini, & Ronchi, 2013). Knowledge of actual policies and practices
is important, as future research cannot address real world problems based on assumptions. The purpose of this study is to determine the degree to
which stakeholder theory has been incorporated into companies' PSCM policies. This exploratory research will fill a gap in the PSCM literature,
informing future research by providing scholars with a clearer understanding of the degree to which stakeholder theory has been adopted in PSCM.
Literature Review
Traditional and Stakeholder

Lindsay Case
Lindsay is asking to inspect financial documents for two separate legal entities, and she has differing roles in both of the companies. Lindsay's role in
the LLC is a co–partner role. Thus, she could inspect the financial documents of LLC; however, she has dissociated. Dissociation "occurs when a
partner ceases to be associated with the carrying on of the partnership business" and terminates his or her actual authority to act for the partnership and
to participate in running the business" (259). In 2007, Lindsay leaves the company, which means she has voluntarily withdrawn and completely
abandoned her duties. If Lindsay had returned a month or several months later, than she could argue that she never really disassociated; however, she
chose... Show more content on Helpwriting.net ...
Lindsay has signed that the "business (LLC) will be run through the corporation." Therefore, whatever will be done to the LLC will directly affect
the corporation, and her decisions are not only decisions of a copartner, but also decisions of a fellow director. Since she is making a decision
involving the corporation, a "majority of the board of directors must be present to constitute a quorum" in order to vote on issues affecting the
corporation (269). In order to undo the corporation, Lindsay needs the majority vote of the

The Business Judgment Rule: A Balance of Two Concepts
A.The accountability Concept Academics have made numerous propositions that would modify shareholders derivative suites by switching the balance
more in the direction of accountability. The most impressive case is Professor Gevurtz suggestion to eradicate the business judgment rule . He
analyzed the different formation methods that courts had established to the rule, his findings on the business judgment rule different explanation can
be summarized in two classifications . He described the first class as " meaningless" by considering that it alludes to directors walking free of the
result of their decision except if there is a reason to hold them accountable, For instance, if they breach fiduciary duty or the duty of loyalty . He
labeled the second class as "Misguided" because it creates a distinctive standard of accountability –gross negligence– for asserted breach of the
obligation of care that vary from the usual tort law . The professor reached the conclusion that court should put the usual negligence standard into
practice concerning directors' action . He advised for the elimination of the business judgment rule, because it has a restricted effectiveness and high
possibility for mischief . Other academics promoted a slightly different approach form Professor Gevurtz, suggesting an inclusive judicial inspection of
decisions via numerous enlargements of the fiduciary duty. Thus changing the exercise of the business judgment rule. For example, some academics

Advising Directors Of Flyaway Pty Ltd
I have been asked to advise directors of Flyaway Pty Ltd on the following issues:
Whether Peter and Paul breached their duty of care and diligence as directors when they were not present for the decision to borrow $10 million from
Citibank.
Whether John breached his fiduciary duty as a director when he invested in Speed Bullet Pty Ltd.
Whether board of directors is obliged to follow the resolution passed by the shareholders at the general meeting.
Whether Peter and Paul breached their duty of care and diligence as directors when they were not present for the decision to borrow $10 million from
Citibank.
A director has a duty of care and diligence in to the company. The Corporations Act of Australia (2001) states that:
A corporation's director or officer shall use their powers and carry out their functions with the degree of care and diligence that a reasonable person
would exercise if they:
(a) were a director or officer of a company in the company's circumstances; and
(b) occupied the office held by, and had the same obligations within of the company as, the executive or officer . A director is obligated to place
himself or herself to manage the company . The director must understand the business of the company and the effect that the decisions of the board
has on the company. Where the decisions of the company rely on expert or professional advice, then the directors of the company can reply on such
advice. There has been a series of cases, which examine

Directors ' Duties And Company Law
Directors' Duties and Company Law
Introduction
A managing/ executive director is the chief day–to–day manager of the company's affairs who is directly involved in the management of the company.
A company on the other hand, is a voluntary association of person formed for doing some business and can be either public or private. Law
according to (Gates 2002) is the set of rules that guides our conduct in society, is enforceable through public agencies, and obeyed because of the
belief that they are right or rather for the desire of approval from others. Company Law is therefore, rules relating to the formation of companies and in
China, it is generally accepted for it has played an important role in restructuring State –owned enterprises and in improving the business environment.
(Gu, 2010). (Mangal 1995) purports that, Company Law has grown substantially in volume , coverage and complexity over the years and success
consolidations and amendments have sought to increase the protection of investors and persons who deal with companies. Breach of duty is therefore
breaking the Company Law. Simone's Breaches of Director's Duties and Defences
To whom does Simone owe duties?
Directors according to (Baxt et al 2005), owe a fiduciary duty to the company. They say fiduciary according to the High Court of Australia is the duty
to act honestly, in good faith, and to the best of the directors' ability in the interests of the company. In this context they note, the director must not allow

Hypothetical Case: Breach Of Fiduciary Relations
CIA 1
COMPANY LAW 2 submitted by Akshya Prakash
1216067
6BA LLB A
In this hypothetical case the main issues dealt with are
1.Breach of fiduciary duty
A fiduciary relationship is mainly the idea of faith and confidence and is established when another person accepts the confidence given by one person.
The duty of a fiduciary includes loyalty and reasonable care by the person in custody. All the fiduciary actions are performed for the advantage of the
beneficiary.
As a separate legal entity or juristic person which exists apart from its
Management and shareholders, a company must necessarily act through individuals. The functions and responsibilities of corporate directors, who are
entrusted with its management, arise by virtue of this nature of a company. Company management can only be effective if those who manage are
allowed a certain measure of freedom and discretion in the exercise of their function. Contrarily, effective control of management is vital in the interests
of the company itself and its various stakeholders.
As fiduciaries directors must not place themselves in a position in which there is a conflict between ... Show more content on Helpwriting.net ...
3.Breach Duty to disclose
In the case there is clear breach of duty when the shareholders of problem partially owns the shares of the problematic and suring the time of the
resolution the problematic did not disclose the resolution that was been passed and that there was one director who voted against the strategy and they
didn't try to look into the criticism of the resolution where they just focused on one aspect of the business.
Directors will be in breach of duties of care and perhaps loyalty if they take no or inadequate steps, but such conclusion would require analysis of the
other director's action (or in action) under the principles.
4.Breach of statutory

Business of Today
Introduction:
Section 2(13) of company's act defines a director may be defined as a person having control over the direction, conduct, management, or
superintendence of affairs of a company. Any person in accordance with whose direction or instructions, the board of directors of a company is
custom to act is deemed to be a director of a company.
Section 2 (6) of the company's act states that the directors are collectively referred to as board of directors are simply the borad.
Directors being pillars of corporate governance (Cowan, 2004) should at all times act honestly and use reasonable diligence in the discharge of their
duties. This is more so in light of recent major corporate issues like ENRON & Worldcomm in the United States... Show more content on
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Section 4 of the Companies Act 1965 stated that the director of a company is a person who is chosen to be the directors or alternate directors apart
from the given name upon on their position (Rachagan, 2002). Director is not just only a person that formally selected to the office. Even though they
are not validly appointed, the s4 of the Act can as well consider certain persons to be directors, but only if the contrary intention appears.
One of the duties that company directors need to comply with is fiduciary duties. This is so as company directors are said to be in a fiduciary
relationship with the company. When directors are in a fiduciary relationship with the company, they are prohibited from doing any acts deemed
prejudicial to the company. In other words, by applying the judgment in Hospital Products Ltd v United States Surgical Corpn, directors cannot and
should not use his position to receive personal gains.
The traditional view is that the directors owed a fiduciary duty to the company. This is the reason why directors are prohibited from receiving
personal gain from their status as directors in a company. The nature of the relationship i.e. fiduciary relationship between directors and a company
rendered the directors to act for the best interest of the company. This point can be supported by looking at Section 132(1) of the Companies Act 1965
which states that a director must act in bona fide when exercising his powers for a proper purpose and

Corporations Should Pursue Goals Creating Profit For...
Whether or not corporations should pursue goals besides creating profit for shareholders has long been a matter of debate. For my part, the statement
that "The actions undertaken by a corporation in the pursuit of shareholder wealth are justified, as long as they are not illegal" is valid. The reasons
are presented below.
To begin with, a corporation is created for the purpose of creating wealth for shareholders. In terms of property rights, shareholders that invested the
principal are the joint owner of the tangible assets and residual revenues of the corporation, with the management serving as the trustee for the property.
In Friedman's (197x) view, since the shareholder is the owner of the business, the corporation has only one ... Show more content on Helpwriting.net ...
Advocates of social welfare argue that firms are obliged to act in a socially responsible manner. Dodd (xxx?) also argued that businesses must engage
in social services, even at the expense of profits, in order to serve the best interests of employees, creditors, customers, and other stakeholders, as it
appears that there exists a positive relationship between social and financial performance (xxx?), and socially responsible business practices affect all
aspects of business operations and contribute significantly to corporate productivity and profitability (Website of Business forSocial Responsibility). In
other words, a corporation should engage with social interests in order to fulfil its social responsibility and to maximise long–run profits.
In the case that there is no conflict between the search for profits and the general interest of society, then a corporation can simply pursue both interests
at the same time, and certainly the actions undertaken in the pursuit of shareholder wealth are justified, so long as they are legal. For instance,
Delfglaauw (2000) claimed that owing to the advancement in technology, individuals' action and reactions are increasingly visible and immediate.
Companies are also under public scrutiny as never before. Under such circumstances, interest of shareholders and the society at large are aligned.
Corporations should pursue both shareholder wealth and meet the increasing social expectations, for a flawed public image of a

Case Study : Park Condominium Association
Please be advised that this firm represents the Hillcrest on the Park Condominium Association (the "Association"). We are in receipt of your letter of
July 20, 2015 to TH Management Consultants, LLC (hereinafter "TH Management") and Nancy Grebe's e–mail of August 3, 2015, with a proposed
letter she intends to send to the co–owners. As an initial matter, you should be advised that the "Steering Committee for the existing Co–owners of
Hillcrest on the Park Condominium" (hereinafter the "Steering Committee") has no legal authority to govern the Hillcrest on the Park Condominium.
Specifically, MCL 559.103(4) defines a condominium association as follows: (4) "Association of co–owners" means the person designated in the
condominium documents to administer the condominium project. Article III, Section 2 of the Master Deed for Hillcrest on the Park provides the
Association with the following powers: Section 2. Association....is the non–profit corporation organized under Michigan law of which all Co–owners
shall be members, which corporation shall administer, operate, manage and maintain the Condominium. Any action required of or permitted to the
Association shall be exercisable by its Board of Directors unless specifically reserved to its members by the Condominium Documents of the laws of
the State of Michigan. (emphasis added) Article I of the Bylaws of Hillcrest on the Park provides in pertinent part: Hillcrest on the Park, a residential
Condominium Project located in

The On The Gross Amount Charged By The Employee Company
The first being that compensation was to be calculated on the basis of "determining the gross amounts charged by [the employee company, in breach]
in the invoices it sent to the wrongly diverted customers and applying to those figures the profit margins that [the plaintiff company] would have
realised had it carried out the work, less tax."
Alternatively, Digital was entitled to elect an account of profits against the three defendants jointly and severally. Those profits were to be calculated
on the basis of the gross profits actually received by Juice from diverted projects, less provision for tax. The final orders state that Digital elected to
take the account of profits, at $13,119.51.
Digital was successful in receiving an account of profits from both appellant, for breach of contracts and fiduciary duty, and equitable compensation
from one of the appellants for breach of duty and misuse of confidential information.
The issue on appeal was Palmer J's order that Harris pay compensation in the sum of $11,000 for his misuse of the confidential information. The
appellants sought leave to appeal against the orders for exemplary damages for breach of fiduciary duty, which was granted.
ACCOUNT OF PROFITS
In Dart Industries Inc v Decor Corporation Pty Ltd , Mason CJ, Deane, Dawson and Toohey JJ found that "[a]n account of profits is confined to profits
actually made, its purpose being not to punish the defendant but to prevent its unjust enrichment." In the same

Types Of Proprietary Funds Or General Fund Vance County
Addition to the Governmental Funds or General Fund Vance County has one type Proprietary Funds– Enterprise Funds which are used to report the
same functions presented as business–type activities in the government–wide financial statements. The County uses enterprise funds to account for its
water activity and for its solid waste management operations (Department, June 30, 2015). The County's proprietary funds provide the same type of
information found in the government–wide statements but in more detail. Total net position of the Solid Waste Fund at the end of the fiscal year was
$751,736, and for the Water Fund equaled $1,662,088. The change in net position before prior period adjustments for the Solid Waste Fund was
$20,513 while the change in net position before prior period adjustments for the Water Fund was $1,610,863 (Department, June 30, 2015). Granville
County has two types of Proprietary Funds Enterprise Fund which is very similar to Vance Countyexcept in Granville County their unrestricted net
position of the Solid Waste Fund equaled $(7,658,465) (Department, June 30, 2015). The total net position for all proprietary funds is $(1,948,415).
The total change in net position for the proprietary funds was a decrease of $103,579 (Department, June 30, 2015). This change in net position
primarily results from decreased non–current liabilities for post closure care costs resulting from legislative changes and increased personnel costs.
Granville County's second

Workmen's Auto Insurance Company V. Guy Carpenter, Inc.
Are Insurance Brokers & Agents Fiduciaries?
Insurers, insureds, and even their attorneys frequently incorrectly assume that insurance agents and brokers owe fiduciary duties to their insureds.
While the law is not completely clear regarding the applicability of agency principles and their fiduciary duties in this area, legal precedent can offer
some guidance on the issue. Currently, there is no appellate precedent permitting an insured to sue its agent or broker under a common law action for
breach of fiduciary duty. However, the California courts have yet to be willing to rule that the cause of action based on common law agency principles
is completely inapplicable to brokers and agents.
Demonstrative of the Court's unwillingness to create a bright–line rule is the heavily litigated case of Workmen's AutoInsurance Company v. Guy
Carpenter & Co., Inc. In 2011, the Court of Appeal in Workmen's answered the question regarding fiduciary duties of brokers and agents definitively
in the negative, ruling that "an insurance broker cannot be sued for breach of fiduciary duty." The ruling finally provided the guidance and rule
necessary to put the issue to rest. However, the relief was short lived when in 2012, after a rehearing that affirmed the Court's ruling, the opinion was
vacated and depublished, again leaving the law in this area without ... Show more content on Helpwriting.net ...
Prudential Property & Casualty Insurance Company that the insurer–insured relationship "is not a true 'fiduciary relationship' in the same sense as the
relationship between trustee and beneficiary, or attorney and client." The Court went on to state that any special or additional duties applicable to the
broker or agent were only the result of the unique nature of the insurance contract, and "not because the insurer is a fiduciary." The Court in Hydromill
applied the concept in Vu, finding that if an insurer does not owe fiduciary duties, then a broker and agent could

What I Was At An Ethics Unit
it might be said
I OVERALL UNIT REFLECTION
The past few weeks have been tough and definitely not what I was expecting of an ethics unit. Week in, week out I find myself stumped by questions
I don't have the answers to. However more than ever before I am trying to come up with decisive answers regarding what my opinion is on certain
ethical issues, rather than just analysing the merits and demerits of other people's viewpoints.
II STRUCTURE OF REFLECTION
For my reflection I will be outlining the main practical skills that I have gained from this unit whether it be from the weekly readings, tutorial
exercises and/or online modules and material. The practical skills gained consist of intellectual, performative and affective skills all of which are
essential for practicing lawyers, however for the purpose of this reflection primary focus will be placed upon intellectual and affective skills.
III PRACTICAL SKILLS
A Intellectual Skills
The online modules and weekly readings have introduced me to legal concepts that I was not aware of before, thus increasing my intellectual skills.
Some of these concepts include:
1 Cab rank principle
This is a rule contained in the New South Wales Barristers' Rules which requires a barrister to accept a brief from a solicitor, provided they meet the
requirements set out and do not have reasons as outlined in Rules 95, 97, 98 or 99, for refusing. Whilst there are many exceptions to the rule I still
struggled with the idea of being made to

Essay on Downsizing: Fiduciary and Great Harm
Downsizing
There is a well known issue in corporations when it comes down to downsizing. Corporate downsizing is that act of corporations cutting workers
usually by closing whole plants or divisions to increase profits. This practice is often used today and is thought by some to be a moral practice to
improve economy overall. On the other hand, some think that it causes the workers great suffrage from unemployment, which leads to loss of homes,
depression, and crimes. Furthermore, it affects the economy by the decrease in money flow. Many believe that the people who invest their money in the
corporation (shareholders) deserve to have the most interest from the managers to maximize their profits. One method of maximizing their profits is ...
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Orlando counters by stating that there is not an actual regulated duty. "Fiduciary duties" are a label for the obligations that a manager owes a shareholder
doesn't create or establish duties to the agent. Another agrument for the employees having equal interest as shareholders is that shareholders should
have legitimate expectation, meaning shareholders invest their capital should know their risks and expect gains and sometimes losses. Fairness is the
third argument against downsizing. Orlando states that one should not be punished or reward for things out of their control. Workers who lose their
jobs, even if was doing job well, due to downsizing is wrong. This gives workers insecurity at the work place because they know no matter how well
they do their jobs; they can be laid off because of any type of mismanagement.
One argument for corporate downsizing I choose to asses is the claim that since shareholders have invested money, they hold interest from managers
over all other parties. Furthermore, The Corporation should operate for the shareholders benefits since they invested money.
One argument against corporate downsizing is it is not moral to cause a great harm for a lesser benefit, even to a greater number of people. Also
wrong to cause a great harm to a few in order to cause a great benefit to many. No amount of harm is right if it is used to

Westpac Case Summary
a whole. This was based on an precedent from a 1970 case law in which it was held that a director of a group of company is not in breach of his
fiduciary duty if the decision was based on what a reasonable person could consider to be an act that was in the best interest of all companies in the
group. Case law has also shown that in situations where the interest of the company and the creditor coincides, it is legitimate for the director to
consider the interests of the creditors first . However, with evidence from the fact that the director involved in the Equiticorp case was able to invoke
"best interest of the group" claim 17 years after the case law obliging directors to consider creditors interest first shows that the entity model is still
applicable in Australian law . Apparently this leads to very harsh rulings for creditors in these insolvency situations. This means that Equiticorp's ruling
diminishes the only hope of applying and enforcing Walker V Wimborne as a standard to obligate directors to put creditors' needs... Show more content
on Helpwriting.net ...
A case in point is the Westpac v The Bell Group . In the Westpac case, directors facing liquidation in 1990 sought to get a bailout on the basis of
assets that were legally for creditors of the company after the 1990 insolvency. However, in 1991, the directors sought a different bailout with these
assets that were due to be confiscated. A restructuring was attempted but it failed and the providers of the bailout sought to sue for the assets used
as collateral for the bailout. This was dragged through several years of legal proceedings and it became apparent in 2013 (12 years afterwards) that
the claim was not recoverable. This shows that the enterprise model comes with grey areas that could be exploited by reckless directors to cause
further complications for potential creditors at the verge of a fold

What Is Conflict Of Interest
Conflict of interest and the Principal–Agent relationship
Conflict of interest is defined in Walton and Henderson (2005) as circumstances in which some interest of a person has an inclination to be at odds
with the consistent exercise of his discernment in another's interest. The idea of conflict of interest in that perception touches on positions of
decision–making with a practical importance such as a company management's discussion and acceptance of a decision and determinations of a board
of directors of a business establishment. Hence, the conflict is a psychological one resulting from within a human or organization that is authorized to
make decisions (p.4–7).
Fiduciary Obligations
The most common fiduciary duties are the requirements to act in the principal's interest and the duty of honesty. For example, most company codes of
conduct requires the board of directors and the management to carry out their duties with all necessary care and be truthful to the interests of the
business establishment. This requirement goes line in line with the corporation law that terms this as interest of the company. The company's interest, in
that legal set up is all interests that the management has to consider when performing its duties on behalf of the ... Show more content on
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There are several ways through which conflicts of interest can be averted. One is by exhaustively researching potential employees, potential customers
and business partners. Two, business establishments avert conflict of interest involving personal interests and the company by establishing a code of
ethics and or company policies that disallows extraprofessional dealings within the company. Prohibiting such dealings or relationships greatly cuts
down the possibility of conflict of interest arising (Tricker, 2012, p.29–33). The company codes of conduct cover the issues indicated in the illustration

Yahoo Corporate Governance in Microsoft Takeover
Yahoo Corporate Governance and the Microsoft Takeover We are studying the potential buyout of Yahoo by Microsoft from the perspective of
Yahoo's Board of Directors. Yahoo! Inc. provides Internet services to users, advertisers, publishers and developers worldwide. It offers online
properties and services to users; and marketing solutions and tools to advertisers and publishers. For example, Yahoo! Finance is a portal for
information on general financial conditions and specific firm information. It is also the second largest internet search engine on the planet, behind
Google, which is also their main competitor. Jerry Yang, 39, is Co–Founder, CEO, Chief Yahoo! and Executive Director and Susan L. Decker, 45, is
President. Yahoo!, a... Show more content on Helpwriting.net ...
For the past few years, Microsoft Corporation, the software behemoth located in Redmond Washington, has been looking to acquire Yahoo!, Inc. While
Microsoft Corp. has numerous reasons to be interested in acquiring Yahoo!, there are few options available for Yahoo! Inc. Like Google's purchase of
Double–Click in 2007, Microsoft sees Yahoo! as a way to extract internet advertising revenue. Further, Microsoft has for years sought to build a
winning portal that could dominate the search engine market, currently dominated by Google. MSN was Microsoft's version of AOL. Even after
years of Research &Development in this area, Microsoft still only has 19% of the internet search engine market (and that's because of ISP bundling
and desktop default presets.) Actual search engine use of MSN is much lower than 19%. Google is a money–maker and has a dominating market share.
Beyond the search engine market, there also is that "innovation" nirvana for which Microsoft is always searching. It wasn't Hotmail, it wasn't MSN
maps, it wasn't SoapBox, and the list of Microsoft Corp. disappointments goes on. Now they decided to go for a big acquisition. Microsoft's
original unsolicited offer of $44.6 billion for a complete buyout of Yahoo! Was rejected by Yahoo!'s board. Microsoft has continued to revise their bids,
increasing it to $47.5B to no avail. This initial bid was $31 per share a 62% premium for

Responsibilities And Responsibilities Of Fiduciary...
it might be said:
I INTRODUCTION
In Australia, the doctor and patient relationship does not fall within an established category of fiduciary duty. The High Court in its decisions has been
unwilling to alter equity's principles in a manner that would allow fiduciary obligations to be imposed upon doctor and patient relationships. In order to
understand the High Court's unwillingness, this essay will examine and discuss the established categories of fiduciary relationships, fiduciary relations
outside of the established categories and the nature of fiduciary obligations in terms of prohibitive (negative) and prescriptive (positive) duties and
existing common law duties.
II DISCUSSION
A Fiduciary Obligations and the Established ... Show more content on Helpwriting.net ...
However, when one considers the primary role of a doctor, it seems much more suitable to describe their duty as relating to 'the exercise of reasonable
care and skill in the provision of professional advice and treatment'.
At first glance, it is easy to see how even this could be perceived to be fiduciary in nature, whereby patients often confide in and depend on their
doctor who they believe will act in their best interests. Even so, there is a major difference between the doctor–patient relationship and the established
fiduciary relationships.
In established fiduciary relationships the fiduciary acts like 'a representative character in the exercise of his responsibility'. When considering the role
of doctors generally, it cannot be said that the role of doctors is to act as the representatives of their patients. As such, the High Court in Breen v
Williams determined that it would not impose fiduciary obligations between doctor and patient since traditionally there was no such established
relationship in Australian law.
B Fiduciary Relations Outside the Established Categories
In spite of this, it should be noted that 'the categories of fiduciary relationship are not closed' and the courts' powers may be extended, so as to be able

to find a fiduciary relationship outside the established categories. The finding of a fiduciary relationship in such circumstances will be based on the
factual

Duty Of A Service Relationship
Fiduciary duty is a service relationship whereby the individual that owes the duty or the trust, such as the board of directors to the individual
empowering the trust, such as the shareholder, performs a service. The board of directors carry out the services to the best of their ability on behalf of
the individuals empowering them with that authority. Directors or board member's responsibilities are to be aware not only of the Witten laws–
statutes, thing that they are responsible for but also to unwritten law– precedent and their duties. These duties are: duties of care, diligence, obedience,
loyalty and so on. Fiduciary duty or duty of care is exercising a judgement that is reasonable an important person would exhibit and process of ... Show
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Duty of loyalty is important for the survival of an organization and its stakeholders. For example, the director of a company when issuing shares to the
public creates an obligation in the part of the company to the shareholders. The directors of a company by using the shareholders' investment must
make sure that he/she does not create any conflict of interests between the company objectives, the shareholders, the managers and all the staff. Using
the shareholders' money to create an economic benefit to the directors only is considered to be a breach of fiduciary duties. In contrast, the directors
must act in the best interest of the company and the shareholders.
While performing its duties and responsibilities, directors and executives must also respect and be obedient to the organisation, its mission, by laws
and policies as well as honouring all terms and conditions of other standards that will be appropriate such as laws, rules and regulations. This forms
part of the duty of compliance.
Moreover, directors have Duty to manage Accounts. The board members are responsible for the charities, financial stability and accountability. they do
this by primarily establishing procedures to keep the organisation operating in a fiscal manner. Board members are obligated to honour the standards
with regard to all decisions and actions.
Furthermore, Due Diligence is the care that a reasonable person exercises under the circumstanced to avoid harm to other persons on their

Dynamic Development Ltd's Case: Dynamic Development Plc
Section A Question 2 Introduction The current case demonstrates two profound problems closely related to the directors' duties, which Dynamic
Development plc has to deal with, i.e. (i) directors (Charles and Beatrice) entering into competing business and (ii) failure to supervise and produce an
inaccurate financial account and statement (Charles). Director's duties Arthur, Beatrice and Charles are the de jure directors of Dynamic
Developmenet plc, though they do not hold any shares in the company, they owe directors' duties to the company, but not to the shareholder
individually (Percival v Wright), and company as a whole was taken to mean the 'corporators as a general body', i.e. the shareholders (Greenhalgh).
No–conflict rule In accepting... Show more content on Helpwriting.net ...
Hence, it may be difficult to find people who are willing to serve on the board as directors. Meanwhile, the traditional approach, where held by
Romer J in Re City Equitable Fire Insurance, was considered as 'lax' as argued by Hudson 'such approach was only appropriate at the time when
directors are merely symbolic figures', The contextual approach would be preferred to the other two, as whether duty of supervision should be imposed
should depend on the circumstances, as there should be limits to the extent of supervision that can be undertaken. It would take account into the kind
of business, size of company, nature and extent of delegation and skills of the director in question. Such comprehensive approach would provide a
purely objective assessment of directors' conduct and it would assist the court in determining whether Charles had breached the statutory duty in a
comprehensive

Tippee's Fiduciary Duty
The fiduciary duty to shareholders is also present in common law as a duty amongst two people committing a transaction, where "one who fails to
disclose material information prior to ... a transaction commits fraud only when he is under a duty to do so" (445 U.S. 229). It then describes that
duty as a result of "a fiduciary or other similar relation of trust and confidence between them" (445 U.S. 229). The importance of this fiduciary duty is
clear, and it is uncontested that Maher Kara owed that duty to Citigroup. By disclosing confidential information to anyone, much less his brother,
Maher Kara was in violation of that duty. Next, it is important to derive the tippee's fiduciary duty as a consequence of the tipper's. 15 U.S.C. В§
78t(b) broadly

Gagnon V. Coombs: Case Study
In the case of Gagnon v. Coombs, Joan Coombs did not have the right to convey the Shelburne farm to a trust that Joan herself established. Joan was
the agent and Francis Gagnon was the principal in this case. At the time when Joan transferred the property to the trust she was no longer an agent but
was unaware. Even though Joan thought she was still an agent she did go against the duties of an agent, thus not giving her the right to move the
property to a trust.
Joan as the agent for Francis has a fiduciary duty to act loyally for Francis's benefit in all matters connected with their principal/agent relationship
(Beatty & Samuelson, 2013). When Francis told Joan that he gave the property to Frank, Joan retaliated by transferring the property

The Collapse And Failure Of Enron
Introduction
Mentioning the name Enron to scholars and practitioners in accounting will always shift their thoughts to ethical accounting practices. This owes to the
fact that the failure of organizations like Enron, WorldCom and Adelphia, led to changes in the standards of practice in accounting. Consequently,
several authors completed studies on the collapse and demise of Enron. For instance, Moncarz et al., (2006), Cunningham and Harris (2006), and
Dembiski et al., (2006) made publications on the topic in question. According to Moncarz et al., (2006) Enron's failure represents the biggest
company failure in the history of America. This is highlighted by the fact that Enron had revenue of US $101 billion and an estimated size of 21000
employees by 2000. However, Dembiski et al., (2006) reveals that the organization collapsed in 2001 owing to unethical accounting practices within the
organization. This paper discusses how Enron led to increased emphasis on corporate codes of conduct by analyzing the ... Show more content on
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This was possible because the organization created elastic pricing structures using financial derivatives to manage risks. As a result, the model used by
Enron assumed continuous growth owing to its diversification from an energy firm to a hybrid business that focused on energy and financial
derivatives. It follows this was the main source of success (managing risks using complex financial techniques). Nonetheless, the organization collapsed
because of using unethical accounting practices in addition to using complex financial instruments. The failure of the Enron could also be attributed to
its corporate culture. As Cunningham and Harris (2006) argue, Enron's corporate culture also contributed to its failure because the organization
embraced innovation and competitiveness. Thus, the organization encouraged experiments and discouraged

Non-Consensual Property Rights
Non–Consensual Property Rights
Some form of classification is necessary to aid attempts to bring order to a confusing and confused area of law. If the events from which
non–consensual property rights arise can be classified, then the law's response is more likely to be consistent and coherent. Yet there are problems.
The very nature of the facts that are brought before courts in the sorts of cases that comprise this area of law demand fairness, and legal policy
considerations lurk behind every rationalisation. This makes it more difficult to achieve coherence, but our task is less demanding than achieving
coherence in the law: we only need to look at the sets of facts that give rise to property ... Show more content on Helpwriting.net ...
He and one of the beneficiaries told the other beneficiaries that the best way to realize the value of the shares would be to make a takeover bid. In the
end, Mr Boardman made such a bid, successfully, in his personal capacity. However, this became an event giving rise to non–consensual property
rights, a wrong, because he only gained the opportunity to do this and the information necessary while purportedly (or actually) acting in the capacity
of adviser to the trustees. Mr Boardman did not act dishonestly in the sense that he deliberately set out to deceive the beneficiaries. After his actions
they effectively 'doubled their money'. Viscount Dilhorne, who dissented, was prepared to hold that the authority of Regal v Gulliver (a case with
similar facts which he distinguished on the ground that there the fiduciary held assets originally belonging to the trust which wasn't the case in
Boardman) required 'wrongdoing' which was absent in the case before him because the trust had not suffered a loss. The reasoning of the majority
did indeed beget a strict rule; that an agent is liable to account for profits he makes out of trust property if there is a possibility (my italics) of conflict
between his interest and his duty to the principal (Lord Cohen).
AG for Hong Kong v Reid

Marriott Essay
1. Project Chariot involves a conflict of interests. Describe this conflict, who it is between, and who stand to gain or lose from this project.
The conflict of interest exists between the shareholders and the bondholders. After Project Chariot is implemented, MII will be of low debt level and
HMC will be with high debt. The original bondholders will be tied to risky real estate assets with uncertain appreciation and expected income.
Shareholders will gain and bondholders will lose, since splitting the company in two will give shareholders the business upside and bondholders the
real–estate downside.
2. In the lecture, we saw a number of different conflicts of interest. Which of these is this project most similar to?
The risk ... Show more content on Helpwriting.net ...
We prefer the "shareholder view". Because the responsibility of management team is to maximize shareholder's wealth. The debt holders can protect
their interests through covenants, although those protection clauses are not written into covenants in this case. When debt holders buy the bonds, they
should have already taken the scenario of dropping below investment grade into consideration when they buy the bonds. Also, although some
institutional holders have to sell the bonds after them dropping below investment grades, that's their own rule/policy, which should not have any
impacts on Marriott management team's decision making.
The transaction is consistent with management responsibilities. Because:
First, the Chariot project give MII opportunity to invest in more profitable opportunities, since it can maintain investment grade without old debt
burden and could access the capital market by borrowing with lower cost. Second, this Chariot transaction gives shareholders a better opportunity to
benefit from the firm's upside potential. In brief, although in short term shareholders may suffer a small loss due to the waste of tax credit generated
from HMC's operating loss, the shareholders can benefit in long–term with MII's investment in more profitable project and HMC's properties value
appreciation.
Third, if management doesn't do this Chariot transaction, the entire Marriott may enter a "vicious cycle", i.e., the firm stuck in the not

The Regulation Of Provided Legal Services
Introduction
The regulation of provided legal services is imperative towards the functionality of the justice system. As indicated by Sir David Clementi regulation
fulfills six distinctive purposes of which incorporates access to justice, protection and advancement of consumer interest, promotion of competition,
public understanding of a native 's legitimate rights and the maintenance of the rule of law.
The SRA Code of Conduct represents an ambitious attempt to merge consumer protection and professionalism. As it stands, the regulatory framework
of the legal profession was established by the Legal Services Act, 2007 . Further to this, section 12 of the legislation outlines six legal activities that
may only be executed by authorized ... Show more content on Helpwriting.net ...
Secondly, the SRA protects consumer interest and offers consultation with the public and professionals to ensure that standards are met. The SRA Code
of Conduct 2011 is a subordinate enactment in that its formulation requires Parliament's approval.
It would appear that the SRA Codes are based on the approach of risk–based regulation. It is critical therefore to comprehend what risk implies in this
specific circumstance. Despite its common usage, risk–based regulation is utilized in numerous disciplines for a variation of meanings. In this context,
risk – based regulation is figuring out if a certain action should be controlled or to what degree safeguard measures firms should adhere to.
Furthermore, the risk based approach taken by the SRA has two steps which are impact and probability of the risk.
Perhaps a serious shortcoming with this approach is the inability to evaluate both steps lacking sufficient data. For instance, the SRA might notice a
new kind of fraud emerging but the organization's knowledge of such impact is limited. If a risk is hard to measure, it is frequently said to be
'instability' instead of 'risk '. Therefore, the SRA manages risk that is mostly "instabilities" in a technical sense.
It is reasonable to question to what extent does the SRA Codes deal with risk and the association between risk and ethics in relation to those codes.
One aspect of a risk based approach is exemplified by way of the implementation of the Solicitors' Code

The Conflict Of Fiduciary Duty
Question A: SUCCESSIVE CONFLICT Fiduciary Duty Practitioners must not accept a retainer in any action against a former client or someone from
whom they have obtained confidential and material information and it is reasonable to conclude that there is a real possibility the information will be
used to the persons detriment. There was no retainer between Virginia and Teddy, but a duty of confidentiality could still apply in equity if the
information was believed to be confidential or in a lawyer–client relationship. Because of the informal social setting and lack of detailed information
exchanged, it is likely that Virginia does not owe Teddy a fiduciary duty or duty of confidence. If Virginia does owe Teddy a fiduciary duty, the onus of
proof is on Teddy to show whether she has confidential information, whether that information is relevant to the new matter and whether it is reasonable
for Teddy to conclude that there is a real risk that the information will be used to his detriment. Next, the onus shifts to whether information screening
can appropriately protect the firm. Breach of confidence in equity requires confidential information that has the necessary quality of confidence,
imparted in circumstances importing an obligation of confidence, not otherwise required by law or in the public interest. The objective test for judicial
intervention is whether a reasonable observer would perceive a real possibility of misuse of confidential information. Courts will

Definition Of Lifting The Corporate Veil
PART B Is the protection provided by the corporate veil is justifiable and adequate? There is no clear framework of the rules that would cover the
contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners
and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability
on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to
conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better
understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes
examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case
that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence
of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors.
Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance
one man company's. However In order to form a

The Lease And Marketing Plan
uestion1
a)Issue1: who are promoters in Butterfly's case?
The lease and marketing plan failed to expand office space and attract new clients, Butterfly had cash flow problems and sold to Xco Ltd,
Consequently, Butterfly can sue promoters for the recession of the contracts or damages. In this case, there is five person involved–John, Paula,
George, Robyn and Brian. Generally, Emma Silver Mining 's case defines a person who is involved in the creation of a new company is a promoter.
John, Paula, George and Robyn undertook mining project, shared the rental cost and sometimes referred clients, i.e.: they are promoters as they took
active parts in the formation of a company and generated the necessary share capital to carry on business. For Brian, an accountant providing tax
service, does not act purely in his professional captivity and he agreed to purchase some non–voting shares of Butterfly. This makes him take an
inactive position in Butterfly but can receive dividends. The similar facts in Mandalay's case, RSC leaves the project to Mandalay and also gets profit
from the operation, therefore Brian is a promoter, too. In summary, John, Paula, George, Robyn and Brian, as Butterfly's promoters, automatically
establish a fiduciary relationship with Butterfly.
Issue 2: do promoters owe fiduciary duties to Butterfly? If breached fiduciary duties, who will be liable for entering into the lease and marketing
contracts?
In this case, Robyn and George signed agreements with third

Fiduciary Relationships In Texas
There are some business relationships in Texas, and elsewhere, which may impose legal requirements of care and loyalty. These requirements may
be referred to as a fiduciary duty. According to the Cornell University Law School's Legal Information Institute, a fiduciary duty is a legal
responsibility to act solely in the interests of another person, group or business. Failing to uphold these duties may be considered a breach of your
fiduciary duties, which may lead to a business dispute. There are numerous examples of fiduciary relationships. For example, an investment manager
might owe a fiduciary duty to the participants in a pension plan. As a fiduciary, or someone who owes such a duty, you make take legal title to certain
assets. However,

Hiihhi
overnment–wide Statements. What are the titles of the two government–wide statements? Are total assets larger for governmental activities or
business–type activities? Which function or program has the highest net cost? What kinds of general revenues are available to cover the net cost of
governmental activities? Were business–type activities "profitable"? That is, is the excess of revenues over expenses positive? Are there any
component units that are discretely pre– sented as a column on the government–wide financial statements? b. General Fund. What title is given to the
fund that functions as the General Fund of the reporting entity? Does the report state the basis of accounting used for the General Fund? What types of
assets... Show more content on Helpwriting.net ...
Do the financial statements provide evidence as to what basis of accounting these funds use? f. Notes to the Financial Statements. Read the notes to the
financial statements so that you can refer to them as needed in subsequent chapters. What sig– nificant accounting policies are discussed in the first
note? Does the note describe the entities that are included as component units? Does it list enti– ties that are not considered component units? Are there
any notes that dis– close (1) any material violations of legal provisions, (2) deficit fund balances or net position, or (3) significant commitments or
contingencies? overnment–wide Statements. What are the titles of the two government–wide statements? Are total assets larger for governmental
activities or business–type activities? Which function or program has the highest net cost? What kinds of general revenues are available to cover the
net cost of governmental activities? Were business–type activities "profitable"? That is, is the excess of revenues over expenses positive? Are there any
component units that are discretely pre– sented as a column on the government–wide financial statements? b. General Fund. What title is given to the
fund that functions as the General Fund of the reporting entity? Does the report state the basis of accounting used for the General Fund? What types of
assets

Responsibilities for Offerings of Securities
WARDLAW, Circuit Judge:
J. Thomas Talbot, a member of the board of directors of Fidelity National Financial, Inc., a Delaware corporation, traded on confidential information
about the impending acquisition of LendingTree, Inc., which he received in his capacity as a Fidelity director. We must decide whether Talbot can be
held liable under В§ 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. В§ 78j(b), and Rule 10b–5, 17 C.F.R. В§ 240.10b–5,
promulgated thereunder, for misappropriating information from Fidelity, in the absence of afiduciary duty of confidentiality owed to LendingTree by
Fidelity or Talbot when he executed the trades. We hold that Talbot can be held liable, under the circumstances here, but that a... Show more content on
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Make sure you don't do anything with the stock." Thompson said this "plenty loud. It was loud enough to hear him." All Board members present at the
meeting, except for Talbot, considered the LendingTree information to be confidential.
Various directors testified at depositions to their understanding of how far along the negotiations had proceeded between LendingTree and the
unnamed acquirer, as conveyed by Foley: "far along, and it would be announced as a deal shortly thereafter" (Thompson); "advanced discussions"
(Bickett); and that "it looked like there was going to be a transaction" (Christensen). Talbot interpreted Foley's words as far less definite, understanding
the information about LendingTree to be a "rumor," not a "factual statement." Talbot wrote "LENDING TREE" at the top of his copy of the meeting
agenda; those were the only notes he took during the meeting.
On April 24, 2003, two days after the meeting, Talbot purchased on margin 5000 shares of LendingTree at approximately $13.50 per share for a total
of $67,500. Talbot testified that Foley's comments at [ 530 F.3d 1089 ]|
the April 22, 2003 regarding LendingTree "triggered [his] conduct on April 23rd to look into [LendingTree] more carefully." A number of factors
influenced his decision to purchase the stock: Fidelity had invested in it; it was a real estate company,

Does Directors Have Fiduciary Duties?
Does directors have fiduciary duties to creditors?
Shareholder primacy theory seems not support the viewpoint that shareholders owed exclusive fiduciary duties by directors, then, other constituencies
like creditors, employees and suppliers, should directors owe fiduciary duties to them? Schwarcz indicates that when the company is insolvency or the
company want to have some high risk ventures, the company can only rely on creditors' money. On this occasion, creditors substitute for shareholders
and become the residual claimant of the company. Hence, the following part will take creditors as an example, to illustrate that in some special
situations, directors should take creditors' interests into consideration through the contractarian approach.
The main theory of contractarian approach is that all the people in the company are in the voluntary contract–based relationship. This kind of voluntary
contract–based relationship entitled every parties of the contracts the rights to negotiate with each other and to reach an agreement to some specific
items. This approach come up with two arguments to argue that creditors are unnecessary to owed fiduciary duties by directors, which are one, from the
efficiency perspective, and another one is from the other protect mechanisms perspective.
First, when it comes to the importance of efficiency, no one can describe better than the professor Gillian Hadfield, who said that efficiency is the
"bedrock of gold " of the capital market,

Fiduciary Relationship Essay: Key Considerations

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Fiduciary Relationship Essay: Key Considerations