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

M & A Legal Context: Basic Framework for Corporate Governance

By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
  • Format:Print
  • | Pages:10
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Abstract

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

Citation

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.)
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About The Author

Carliss Y. Baldwin

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    Computer-Implemented Methods and Systems for Measuring, Estimating, and Managing Economic Outcomes and Technical Debt in Software Systems and Projects: US Patent 11,126,427 B2

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    Design Rules, Volume 2: How Technology Shapes Organizations: Chapter 6 The Value Structure of Technologies, Part 1: Mapping Functional Relationships

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More from the Authors
  • Computer-Implemented Methods and Systems for Measuring, Estimating, and Managing Economic Outcomes and Technical Debt in Software Systems and Projects: US Patent 11,126,427 B2 By: Daniel J. Sturtevant, Carliss Baldwin, Alan MacCormack, Sunny Ahn and Sean Gilliland
  • Design Rules, Volume 2: How Technology Shapes Organizations: Chapter 7 The Value Structure of Technologies, Part 2: Strategy without Numbers By: Carliss Y. Baldwin
  • Design Rules, Volume 2: How Technology Shapes Organizations: Chapter 6 The Value Structure of Technologies, Part 1: Mapping Functional Relationships By: Carliss Y. Baldwin
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