Background Note | HBS Case Collection | June 2003 (Revised June 2003)

M & A Legal Context: Basic Framework for Corporate Governance

by Carliss Y. Baldwin, Constance E. Bagley and James Quinn


Students are introduced to the basic framework for corporate governance. Begins by describing the complex role of the modern corporation, then proceeds by discussing the fiduciary duties to which a board of trustees is bound (duty of care, duty of loyalty, etc.), and concludes by proposing seven factors officers and directors should consider when overseeing the sale or purchase of a company. Recounts the precedential case Smith vs. Van Gorkom.

Keywords: Framework; Corporate Governance;


Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M & A Legal Context: Basic Framework for Corporate Governance." Harvard Business School Background Note 803-200, June 2003. (Revised June 2003.)