Background Note
| HBS Case Collection
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June 2003
(Revised June 2003)
M & A Legal Context: Basic Framework for Corporate Governance
by
Carliss Y. Baldwin, Constance E. Bagley and James Quinn
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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;