HOME

Business Organizations



Previous Outline

Next Outline

 

 

Outline

Director self-dealing transactions

  • definition and dangers of self-dealing
    • director on two sides of transaction with corporation
    • director predictably prefers self-interest
  • balance
    • director prefers own over corporate interests
    • director provides corporation additional flexibility
  • standards of judicial review
    • flat prohibition
    • shareholder ratification or approval
    • disinterested director validation
    • fairness review
  • effect of non-voidability legislation
  • rescission remedy:  transaction voidable by corporation

Daily Thoughts

Things You Really Don't Need To Know:

  •  No word in the English language rhymes with month. 
  • On average, people fear spiders more than they do death. 
  • One of the reasons marijuana is illegal today is because cotton growers in the 1930's lobbiedagainst hemp farmers-they saw it as competition. 
  • Our eyes are always the same size from birth, but our nose and ears never stop growing. 
  • Right-handed people live, on average, nine years longer than left-handed people do. 
  • Shakespeare invented the words 'assassination' and 'bump'. 
  • Some lions mate over 50 times a day. 
  • Stewardesses is the longest word typed with only the left hand.

Problems

The Marriott Corporation is a publicly-traded corporation, whose common stock is owned 44% by the Marriott family.  One-half of Marriott's board of directors is composed of family members and the other half of non-management outside directors.  The family owns many of the hotels that the corporation manages, and the corporation leases the hotels from the family.

Party A (outside directors) Advise the directors on how to structure a transaction in which the corporation will buy the family's hotel properties for corporate stock.

Party B (shareholders) Advise shareholders on the standard that should be applied to reviewing the transaction in Delaware.  

Readings