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Fiduciary Duties in Business Relationships Fiduciary Duties in Business Relationships 2020 Edition LawPracticeCLE Unlimited All Courses. All Formats. All Year. ABOUT US LawPracticeCLE is a national continuing legal education company designed to provide education on current, trending issues in the legal world to judges, attorneys, paralegals, and other interested business professionals. New to the playing eld, LawPracticeCLE is a major contender with its oerings of Live Webinars, On-Demand Videos, and In-per- son Seminars. LawPracticeCLE believes in quality education, exceptional customer service, long-lasting relationships, and networking beyond the classroom. We cater to the needs of three divisions within the legal realm: pre-law and law students, paralegals and other support sta, and attorneys. WHY WORK WITH US? 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The application is submitted at the time an attorney registers for a course, therefore approval may not be received at the time of broadcasting. In the event a course is denied credit, a full refund or credit for another Law- PracticeCLE course will be provided. LawPracticeCLE does not seek approval in Illinois or Virginia, however the necessary documentation to seek CLE credit in such states will be provided to the registrant upon request. ADVERTISING WITH LAWPRACTICECLE At LawPracticeCLE, we not only believe in quality education, but providing as many tools as possible to increase success. LawPracticeCLE has several advertising options to meet your needs. For advertising and co-sponsorship information, please contact the Director of Operations, Jennifer L. Hamm, [email protected]. CHECK US OUT ON SOCIAL MEDIA Facebook: www.facebook.com/LawPracticeCLE lnstagram: www.instagram.com/lawpracticecle Linkedln: www.linkedin.com/company/lawpracticecle Twitter: www.twitter.com/LawPracticeCLE FIDUCIARY DUTIES IN BUSINESS RELATIONSHIPS www.triallawmiami.com BAILOUTS’ IMPACT ON FIDUCIARY DUTIES www.triallawmiami.com BRIAN BARAKAT Former white collar fraud prosecutor for the State of Florida. 10 years as owner of Barakat Law. J.D., Temple University - 2000 B.S. Finance, Drexel University - 1996 www.triallawmiami.com COURSE OVERVIEW Fiduciary duties How they are formed To whom they are owed Ethical implications www.triallawmiami.com GOALS Describe the flow of rights. Identify which fiduciary duties apply. Discuss operating agreement clauses which limits duties. Draft a complaint that vindicates your client’s rights. Navigate the ethical midfield of corporate relationships. www.triallawmiami.com PLEASE ASK QUESTIONS www.triallawmiami.com FIDUCIARY DUTIES fiduciarius www.triallawmiami.com HISTORICAL BACKGROUND Bailiffs Executors Trustees HISTORICAL BACKGROUND Uses ~ usus TRUSTS • Trustee • Fiduciary duty ROYAL CHARTER COMPANIES • 1407 Company of Merchant Adventurers of London • 1553 Company of Merchant Adventurers to New Lands • 1555 Muscovy Company • 1577 Spanish Company • 1579 Eastland Company • 1581 Turkey Company • 1588 Morocco Company • 1600 East India Company • 1604 New River Company • 1605 Levant Company • 1606 Virginia Company • 1609 French Company • 1610 London and Bristol Company • 1616 Somers Isles Company • 1629 Massachusetts Bay Company • 1629 Providence Island Company • 1664–1674 Royal West Indian Company • 1670 Hudson's Bay Company • 1672 Royal African Company • 1693 Greenland Company www.triallawmiami.com ENGLISH LEGISLATION 1720 ~ Bubble Act 1855 ~ Limited Liability Act 1856 ~ Joint Stock Company Act www.triallawmiami.com AMERICAN LEGISLATION 1791 ~ First Bank of the United States 1811 ~ New York - Act Relative to Incorporations for Manufacturing Purposes of 1811 1896 ~ New Jersey - General Corporation Act of New Jersey 1899 ~ Delaware - General Corporation Act of Delaware www.triallawmiami.com AMERICAN FIDUCIARY DUTIES Directors of a business corporation are not trustees and are not held to strict accountability as such. Nevertheless, their obligations are analogous to those of trustees. Directors are agents; they are fiduciaries. The fiduciary has two paramount obligations: responsibility and loyalty. Those obligations apply with equal force to the humblest agent or broker and to the director of a great and powerful corporation. They lie at the very foundation of our whole system of free private enterprise and are as fresh and significant today as when they were formulated decades ago. The responsibility—that is, the care and the diligence—required of an agent or of a fiduciary, is proportioned to the occasion. It is a concept that has, and necessarily so, a wide penumbra of meaning—a concept, however, which becomes sharpened in its practical application to the given facts of a situation.The concept of loyalty, of constant, unqualified fidelity, has a definite and precise meaning. The fiduciary must subordinate his individual and private interests to his duty to the corporation whenever the two conflict. Bayer v. Beran, 49 N.Y.S.2d 2, 5 (Sup. Ct. 1944) DELAWARE’S DOMINANCE www.triallawmiami.com CORPORATIONS Share holders Shareholders Directors Officers Board of Directors Officers President Treasurer INK, Inc. Share holders CORPORATE SHIELD DOCTRINE Board of Directors Officers Treasurer INK, Inc. PERSONAL LIABILITY www.triallawmiami.com COMMON LAW FIDUCIARY DUTIES IN THE U.S. Loyalty Care Good Faith Disclosure www.triallawmiami.com MODEL BUSINESS CORPORATIONS ACT § 8.30 General Standards for Directors (a) A director shall discharge his duties as Share holders a director, including his duties as a member of a committee: (1) in good faith; (2) with the care an ordinarily prudent Board of Directors person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the INK, Inc. corporation. MODEL BUSINESS CORPORATIONS ACT 8.42 Standards of Conduct for Officers (a) An officer with discretionary authority shall discharge his duties under that Officers authority: (1) in good faith; President Treasurer (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes INK, Inc. to be in the best interests of the corporation. DELAWARE Share holders Care Loyalty Board of Directors Good Faith Cede & Co. v. Technicolor, Inc., INK, Inc. www.triallawmiami.com DELAWARE Share holders Officers owe the same duties as directors. Gantler v. Stephens, 965 A.2d 695 (Del. 2009) Officers Care President Treasurer Loyalty INK, Inc. www.triallawmiami.com Loudon v. Archer-Daniels-Midland Co., 700 A.2d 135 (Del. 1997) www.triallawmiami.com DUTY OF LOYALTY Prohibition against self-dealing, and To act in the best interest of the company. www.triallawmiami.com DUTY OF LOYALTY 1. To account to the company and
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