In Whose Best Interest?

CA Magazine - Vol. 140 Nbr. 7, September 2007

Prehogan, Kenneth
Permanent Link: http://ca.vlex.com/vid/in-whose-best-interest-64145899
Id. vLex: VLEX-64145899

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Summary:

Officers and directors are entrusted with a corporation's purse strings and can enter into a variety of transactions that are needed to run and grow the business. When the self-interest of an officer or director is factored into decision-making, tensions and questions arise as to what is truly best for a company's shareholders. Self-dealing in a corporate context is conduct in which corporate officers or directors take advantage of their positions by acting in their own interests rather than in the best interests of the corporation and its shareholders. For directors and officers who engage in transactions that could be seen as self-dealing -- or who wish to privately pursue opportunities that were previously considered by their corporation -- they should carefully follow the disclosure and other steps set out in governing corporation statutes. And given the potential consequences of violating their duty to the company, they should get legal advice before taking any first steps.

Headnotes:

Extract:

In Whose Best Interest?

Since the dawn of the modern corporation, there has been no shortage of officers and directors looking for ways to make the most of their corporate affiliations. And while most of the benefits corporate leaders get are well earned, there have been many cases in which benefit maximization arrangements had their roots in self-interest and not in the interests of a company's shareholders.

Officers and directors are entrusted with a corporation's purse strings and can enter into a variety of transactions that are needed to run and grow the business. When the self interest of an...



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