The Rigsby Law Group, PLC - Untitled 1

Corporate Loans to Directors and Officers

At common law, a corporation's surplus funds lawfully could be loaned to directors and officers of the corporation unless the loan fundamentally was unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances...

Application of the De Facto Merger Doctrine to Acquisition of Corporate Assets

Companies which otherwise are attractive acquisition targets may have contingent liabilities that are difficult to assess. For example, a paint manufacturer may have used ingredients that later prove to be toxic. Present and future liability of...

Duty of Care

A corporate director has the duty to act in good faith in pursuit of the company's best interests and to use the care that an ordinarily prudent person in a like position would use under similar circumstances. The Model...

Duty of Obedience

Most jurisdictions recognize that directors have three basic fiduciary duties: the duty of care, the duty of loyalty, and the duty of obedience. The duty of obedience requires a director to act in furtherance of the...

Fairness Standard and Business Judgment Rule

The business judgment rule is a rebuttable, procedural presumption that a corporate director has acted on an informed basis in good faith and in the honest belief that the action taken was in the best interest of the...