CRITICAL THINKING CASE 4
By: Hazel Medina
FSCJ – Fall 2017
Professor Bob Allen
Roger Vs Shareholders Roger, under duty of good faith and loyalty, had convinced the company’s board to design, build, and market sport utility vehicles. After the company hired a committee and a marketing consultant to do some research, they have learned that the market might be able to support the project. The board had voted and was in favor of the plan. Unfortunately, shortly after the vehicle was introduced, due to a major oil supply disruption the price of crude oils increased almost three-folds. Because of this unforeseen event, the company lost considerable amount of money for that the new vehicles only had a few purchasers. The shareholders filed suit against Roger as they claim that he had violated his duty to the corporation by convincing the board to build and market large SUV’s. …show more content…
Duty of good faith is generally defined as honesty in person’s conduct during the agreement (Kelly, 2016). Duty of loyalty is when the appointed director must act in good faith and with consciousness, fairness, morality, and honesty that the law requires fiduciaries (The duty of loyalty, n.d.). As one of the few remaining companies that has yet to introduce a sport utility vehicle, Roger decided to convince the board to form a new division. As it was stated on the key fact, the final decision was not on his own but was brought up for judgement. The vote was 9 to 6 in favor to move forward with the plan. The corporate directors have a fiduciary duty of trust and confidence to its appointed leaders. Roger, as the director, was liable for his decisions, but is not liable because of unknown circumstances. The major oil supply disruption was out of his control. Directors are chosen to lead success of an
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Trustees are fiduciaries with a trust relationship and confidence towards another, Millet J in Bristol West Building v Mothew states that fiduciary duties would be imposed on a person who holds a position on trust, confidence and influence. While there are established categories of fiduciary e.g. trustee/beneficiary and solicitor/client, the categories are not closed. Thus, Fridman found that an agent is a fiduciary because whether he is paid or acts gratuitously, he has the power to alter the legal relation of the principal. This essay will discuss the duties of a fiduciary, examining case laws and academic arguments.
As a result, GM’s developer Edward Cole was well aware of the major design defect of the excessive weight in the rear causing General Motors to face 106 Corvair liability lawsuits involving injuries and death. After the publication of Nader’s book General Motors hired a private detective in New York to gather information and discredit Nader. Nader sued General Motors for invasion of privacy winning millions in the lawsuit. Furthermore, CEO James Roche promoted Edward Cole the Corvair design engineer in question, to GM’s President. Did the CEO Roche of General Motors make a sound ethical decision with the promotion?
du Pont who owned stock became the President of General Motors and developed his “Organization Study” a document that showed how a highly diversified corporation could give division manager adequate freedom and reward to excel, while top management still would have strategic and financial control. The company’s philosophy and strategy from 1910 to late 1920 was a car for every purse and purpose and as demands for automobiles increased, General Motors set the pace for innovation, production, and design for others to follow. Despite high profits, General Motors suffered from a divided management and the war interfered with the company’s ability to solve the problem. During wartime, General Motors showed its commitment and social responsibility by supplying “12 billion dollars worth of materials, such as trucks, tanks, and airplanes, to support the Allied war effort” (General Motors, 2015). The citizens of America had a profound respect for GM’s positive efforts. On the other hand, in 1949 after the purchase of National City Lines of Los Angeles, GM was accused of buying streetcar companies since the 1920’s and replacing them with bus systems (Associate Press, 2008). Consequently, in this Los Angeles case General Motors was convicted of conspiracy, their first major cover up. After the war, GM executives persuaded DuPont’s directors to invest 25 million dollars in GM. DuPont could use their products of plastics, paints, and artificial leather with GM automakers designs and jointly dominated the market. In addition, DuPont developed anti-knock gasoline additive and their Engineering Department helped General Motors build production plants and employee housing. According to Holstein, “General Motors controlled 50.7% of the U.S. automotive market in 1962” (p. 5). DuPont and General Motors had a successful business partnership, but unfortunately, the stock interest DuPont held in General Motors violated the Clayton Antitrust Act according to the
The corporation’s business is carried out by its management, under the direction of the Board of Directors. The Board, and each committee of the Board, has complete access to management. Also, the Board and committee member’s has access to independent advisors as each considers necessary or appropriate. Mallor, Barnes, Bowers, & Langvardt (2010) state that the Board of Directors also, issues shares, Adopts articles of merger or sha...
According to the facts in this case, Walkovszky was hit by a cab four years ago in New York and the cab was negligently operated by defendant Marches. The defendant Carlton, who is being sued, owned and ran the cab company in which he set up ten corporations, including Seon. Each of the corporations had two cabs registered in its name. The minimum automobile liability insurance required by the law was $10,000. According to the opinion of the court the plaintiff asserted that he is also ?entitled to hold their stock holder personally liable for damages, because multiple corporate structures constitutes an unlawful attempt to defraud the general member of the public.?
The CEO apologized to Nader in front of Senate and paid the fine. At the moment, he is working and teaching, but those experiences will always be in his mind. Some articles criticized that Nader telling a exaggerative story about GM Motors, they provided the evidence by stating the National Highway Traffic Safety Administration (NHTSA)’s result reports when they tested these cars of GM. The results turned out that
Ralph Nader, Mark Green and Joel Seligman, in an excerpt from Taming the Giant Corporation (1976, found in Honest Work by Ciulla, Martin and Solomon), take the current role of the company board of directors and suggest changes that should be made to make the board to be efficient. They claim the current makeup of the board does not necessarily do justice to the company because “in nearly every large American business…there exists a management autocracy” (Nader, Green and Seligman, 1976, p.570). The main resolution they present is to make the board more democratic with the betterment of the company as its first priority. Currently the board no longer oversees operations, or elects top company executives and they are no longer involved in the business operations to the extent they should be. Nadar, Green and Seligman argue that that all of these things need to be changed. For a corporation so large to be successful there must be separation of powers just as there is in any current government system ( p.571). They claim this is the only and best way to success (Nader, Green and Seligman, 1976, p.570-571).
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
Probable loss of company’s trust: When a leader impacts the business negatively, he or she is not trusted by the organisation to be a good professional for crucial deals and thus he is not taken seriously because of the problems related with the stringent ethical choices he makes.
Norris, Floyd. "Bausch & Lomb and S.E.C. Settle Dispute on '93 Profits." The New York Times. The New York Times, 18 Nov. 1997. Web. 16 May 2014.
The Board of Directors believes that the primary responsibility of the Directors is to provide effective governance over Halliburton's affairs for the benefit of its stockholders. Responsibilities responsibility includes: reviewing succession plans and management development programs for members of executive management; reviewing succession plans and management development programs for members of executive management; reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans; adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls; evaluating annually the overall effectiveness of the Board; and reviewing matters of corporate governance
Toyota issues in automotive industry resulted from a lack of moral and ethical obligations to loyal customers. In fact, people encounter ethics at one time or another. A business expectation is to act in manner upholding society values. According to authors Trevino and Nelson, (2004) states, “a set of moral principals or values, or the principals, norm, and standards of conduct governing a group or individual.” On the other hand, three ethical criteria determined in this discussion like obligation, moral ideas, and consequences which this article highlights an ethical dilemma with automobiles makers.
.... It is the directors’ responsibility to identify potential risks that the company is likely to face or risks already faced by the company. This is basically to prevent such risk to arise again that may negatively affect the company’s operation. By identifying the risks, it allows the company to prepare step by step solutions to prevent or overcome such risk beforehand. It also allows company to take control of risks before risks affect the company seriously.