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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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