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Now in its Fifth Edition, this is the authoritative guide to corporate directors, duties, with citations to relevant court decisions of influential federal and state courts. All the myriad developments relating to the business judgment rule; the fiduciary duties of care, loyalty, and disclosure; contests for corporate control; shareholder derivative litigation; indemnification; and directors' and officers' liability insurance are covered. Chapter 1 addresses the historical origins of the business judgment rule, its rationale, the rule's presumption, the fairness standard governing board conduct not protected by the rule, the elements of the rule, and efforts to codify the rule in the Model Business Corporation Act and Principles of Corporate Governance: Analysis and Recommendations. In Chapter 2, the authors discuss the duty of care, the duty of loyalty, the duty of disclosure, the fiduciary duties of directors of financially troubled corporations, and transactions involving corporate control—current law and strategies. In Chapter 3, the authors provide extensive coverage of all of the major contests for corporate control and proxy contest cases. In Chapter 4, the authors present a complete review of derivative litigation. Finally, Chapter 5 addresses the latest developments in indemnification and directors' and officers' insurance.
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