Suchergebnisse

In 1950 the Committee on Corporate Laws of the Section of Corporation, Banking and Business Law of the American Bar Association (the Committee) adopted the Model Business Corporation Act (Model Act or MBCA). The Committee drafted the Model Act in order to provide a dynamic model for keeping state corporation laws updated and responsive to the current demands of the business and legal communities.' Because of this goal, the Model Act was in a constant state of revision. This constant state of revision provided an impetus for the Committee to adopt, in 1984, the Revised Model Business Corporation Act (Revised Model Act or Revised MBCA). The Committee intended the Revised Model Act to stand as a convenient guide to state legislatures revising their own corporation statutes. This Special Project Note discusses the Revised Model Act's treatment of directors' and officers' duty of care and duty of loyalty, and the Revised Model Act's impact, if any, on this area of the law.

This article analyses the appropriate duty of care under English tort law for social auditors towards third parties at risk of suffering damages from their negligence. After explaining the work of social auditors, the article considers whether the duty of care established for financial auditors is an appropriate one for social auditors. It concludes that a robust duty of care does exist for social auditors to guard against negligent audits that could harm workers at audited facilities. Due to differences between the financial and social audit, it further argues the duty of care for social auditors should be both broader than that required of the financial audit industry and non-delegable.

AbstractNew hope can draw on anti-humanist duty of care. Turning from debate about how oneoughtto act in discursively produced "realities," Paul Cobley advocates a bioethics of living in semiotic fields. Thanks to observership, humans can make good use of both the known and howthings appear as signs. For Cobley, the latter are "mind independent." Once deemedreal, semiosis can unite the lawful, the perceivable and, at least, some of the unknown. However, skeptical as I am about metaphysics and mind, I shift the focus to languaging in semiotic fields: human perceiving, doing, and saying entangle languaging with nature's simplex tricks (Berthoz, Alain. 2012.Simplexity: Simplifying principles for a complex world. New Haven, CT: Yale University Press). An ethical dimension runs through how we feel, speak and, thus, actualize practices. The duty of care, the known, the knowable, and the unknowable unite inthingishness. What appear to us as signs ensure that perceiving-acting can draw, at times, on fictions and, at others, precision tools. Humans tether sense to wordings as, without end, we actualize practices. Stories bring ethical awareness to attitudes, action, and the due care that shapes understanding and response to institutions. In offering a distributed perspective on language, one makes possible an ecolinguistics that works for life-sustaining relations between humans, nonhumans and what we call "things."

The judiciary faces a difficult task in attempting to define the proper standards of conduct for corporate directors and officers. Although courts have enunciated various standards, the prevailing theme has been that corporate directors and officers are fiduciaries who have a "distinct legal relationship" with the corporation and its shareholders. As fiduciaries, directors and officers must con-form to the duty of care and the duty of loyalty. The business judgment rule, which creates a presumption of propriety for directors' and officers' substantive business decisions, developed concurrently with these duties. Several recent court decisions concerning corporate director and officer liability appear to have placed a greater duty on directors and officers to investigate, inquire, and more actively participate in corporate governance. In contrast, two recent state statutory amendments have lessened the fiduciary burden on directors and officers. Meanwhile, the business judgment rule remains a significant limitation on courts' ability to question the substantive business decisions made by directors and officers. These developments have evoked differing philosophical responses, the two most notable of which are the neoclassical model and the monitoring model. This Special Project Note will discuss recent developments in three distinct areas of corporate law and will illustrate that many of the developments hailed as expressing a pervasive dissatisfaction with corporate governance actually are not significant deviations from the current law, but merely are clarifications of existing law." Part II of this Special Project Note will examine recent Delaware state court decisions and will evaluate their potential impact on corporate law. Part III will analyze three recent cases decided in jurisdictions outside Delaware and will compare them to Delaware law. Finally, Part IV will discuss two recent state statutory amendments that drastically affect the traditional law governing director and officer liability by ...