This is a paper that focuses on the Fiduciary Duty Analysis Fact Pattern in agency relationship. The paper also provides several questions to answer for this paper.
Fiduciary Duty Analysis Fact Pattern in agency relationship
Assessment 3: Agency Relationship ? Fiduciary Duty Analysis Fact Pattern I Marya is the president of the Neuroscience Data Management (NDM) Corporation registered in Delaware. NDM Corporation is looking for land on which to build a new facility. Marya locates suitable land but purchases it for herself with plans to sell it at a profit at a later date. John, the controlling shareholder of NDM Corporation hears about Marya’s purchase and complains to her about it. She tells John that she viewed and purchased the land on her own time and that she did not breach any duties owed to the corporation. John tells her that she should reconsider and that he plans to discuss the matter with the rest of the board.
1. Firstly, did Marya breach any duties owed to the corporation? Explain potentially breached duty/duties 2. Secondly, which test is widely used in this kind of case? A) Explain/define the test and B) Please provide an analysis of the ease/difficulty in applying the test. 3. Thirdly, what remedies are available to plaintiff/s if a violation of this duty/duties is found by the relevant court? Explain/define remedy/remedies Fact Pattern II Synergy Corporation called a board meeting, on 2 days’ notice to approve the acquisition of Trilogy Corporation.
The Directors accepted the merger and submitted it to the shareholders after the meeting. A group of shareholders have the suspicion that the price of acquisition is too high. Also, that directors have failed to perform a sufficiently deep due diligence of the company. The Chairman of the Board has recently made an announcement stating: “the transaction approval was in good faith by an impartial Board. The Board in its entirety and myself were at the time of approving the transaction, and still today, are under the honest belief that this transaction in the best interest of the corporation and its shareholders.”
Questions: 1. Firstly, under which conditions surrounding the Board decision could the directors have breached a duty/duties owed to the corporation? Also, explain the conditions and potential duty breaches. 2. Secondly, from a cost-benefit perspective, do you think that liability for breach of this duty/duties is a good idea or a bad idea? Explain 3. What other tools other than liability could be used to incentivize corporate agents’ good actions?