The Experts below are selected from a list of 87 Experts worldwide ranked by ideXlab platform
Larry D Barnett - One of the best experts on this subject based on the ideXlab platform.
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when is a mutual fund Director independent the unexplored role of professional relationships under section 2 a 19 of the investment Company act
Social Science Research Network, 2009Co-Authors: Larry D BarnettAbstract:An investment Company that must register with the Securities and Exchange Commission is required by the Investment Company Act to have a specified percentage or number of Directors who are not "interested" in the Company. To be not interested (i.e., to be independent), a Director of an investment Company is barred by section 2(a)(19) of the Act from inter alia having had, during the last two completed fiscal years of the Company, a material business relationship or a material professional relationship with specified parties. The Commission, in interpreting section 2(a)(19), has not clearly distinguished the two types of relationships and has not focused on professional relationships apart from business relationships. The article contends that this is contrary to the intent of Congress. Accordingly, the article (i) identifies both the elements of a business relationship and the elements of a professional relationship; and (ii) reviews three no-action letters in each of which the Commission staff could have found that a proposed arrangement would have created a professional relationship for an investment Company Director.
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when is a mutual fund Director independent the unexplored role of professional relationships under section 2 a 19 of the investment Company act
Depaul Business and Commercial Law Journal, 2006Co-Authors: Larry D BarnettAbstract:[An investment Company that must register with the Securities and Exchange Commission ("the Commission") is required by the Investment Company Act ("the Act") to have a specified percentage or number of Directors who are not "interested" in the Company. To be not interested (i.e., to be independent), a Director of an investment Company is barred by § 2(a)(19) of the Act from inter alia having had, during the last two completed fiscal years of the Company, a material business relationship or a material professional relationship with specified parties. The Commission, in interpreting § 2(a)(19), has not clearly distinguished the two types of relationships and has not focused on professional relationships apart from business relationships. The present article contends that this is contrary to the intent of Congress. Accordingly, the article first identifies both the elements of a business relationship and the elements of a professional relationship. Second, three no-action letters are reviewed, in each of which the Commission staff could have found that a proposed arrangement would have created a professional relationship for an investment Company Director.] "Congress entrusted to the independent Directors of investment companies... the primary responsibility for looking after the interests of the funds' shareholders. "1
Christopher A Riley - One of the best experts on this subject based on the ideXlab platform.
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the Company Director s duty of care and skill the case for an onerous but subjective standard
Social Science Research Network, 2000Co-Authors: Christopher A RileyAbstract:The duty of care and skill to which Company Directors ought to be subject remains a matter of ongoing interest and controversy. In the UK, for example, the Law Commission has recently recommended that the duty be recast in explicitly objective terms. This article argues against such an approach. It begins by noting a crucial distinction, which proponents of an objective standard typically fail to observe. On the one hand, we are rightly concerned to limit Directorial shirking and to ensure that the role of the modern Director, and the various functions which ought properly to constitute that role, are defined in suitably expansive terms. On the other hand, we must decide in what circumstances a Director who fails to perform these various functions is to be held liable. These are separate questions. Proponents of an objective standard, however, too often assume that just in order to deal with the first concern, the law must impose an objective standard of liability. But that is not the case. The law can develop an expansive and onerous account of the role of a Director, yet employ a subjective standard of liability, holding a Director who fails to fulfill that role liable only where she herself was capable of meeting its demands. So doing would not reduce the incentive on Directors to fulfill their roles; even a subjective standard of liability requires a Director to do her best, and that is the strongest incentive any duty can generate. But a subjective standard would place the risk that the Director?s best would prove inadequate where such risk ought to lie, namely upon the Company. The article concedes that the position becomes more complex where the issue of the selection of Directors is factored in. An objective standard might have some marginal effect in preventing those whose best will be inadequate from becoming Directors in the first place. The article argues, however, that such an effect is indeed likely to be modest and insufficient to overcome the other advantages of a subjective standard of liability. The article's only concession to an objective standard arises where third parties (meaning non-shareholder groups) are likely affected by Directorial incompetence, essentially on insolvency.
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the Company Director s duty of care and skill the case for an onerous but subjective standard
Modern Law Review, 1999Co-Authors: Christopher A RileyAbstract:Recent years have witnessed an intense interest in questions of corporate governance' the mechanisms by which companies are managed and regulated. Much of this interest has concentrated on issues of efficiency and competitiveness, and on ensuring that those charged with corporate management display appropriate levels of effort and expertise.2 As the breadth of the governance debate amply testifies, there are very many strategies which might be employed to secure these managerial qualities. Lawyers, however, have unsurprisingly tended to focus upon the various legal duties, and in particular the duty of care and skill, to which Directors are subject,3 a focus that seems set fair to continue following the recent publication of the Law Commission's Consultation Paper on Company Directors.4 That duty, however, seems to be held in remarkably low esteem, with many critics but few friends. Those critics point out how little the duty has, at least in its
Matthew Conaglen - One of the best experts on this subject based on the ideXlab platform.
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interaction between statutory and general law duties concerning Company Director conflicts
Social Science Research Network, 2013Co-Authors: Matthew ConaglenAbstract:This article addresses some aspects of the interaction between statute and the general law duties governing Directors’ conflicts of interest. In order to understand that interaction fully, it is instructive first to recognise the interaction between different kinds of general law duties owed by Directors, as that helps elucidate the role played by fiduciary doctrine’s general conflict principles. The article then explores two aspects of the interaction between the Corporations Act 2001 and those general law duties, investigating in particular the effect of the statutory regime on fiduciary doctrine’s profit principle and on the effectiveness of conflicts authorisation clauses in Company constitutions. The legislative history of the Corporations Act makes it relevant to consider the equivalent position in England as well.
Hannatu Adamu - One of the best experts on this subject based on the ideXlab platform.
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an examination of the Director s duty of care and skill under Company laws of nigeria and the united kingdom
Social Science Research Network, 2015Co-Authors: Hannatu AdamuAbstract:This article examines Nigerian and UK Company laws, wherein the Company Director owes a duty to observe care, skill and diligence while running the affairs of the Company. The standard to be observed has changed over time, following the attitude of the courts. The UK Companies Act 2006 recognises the modern approach of the courts which requires that Directors not only observe objective standards, but also accord the Company as much as they put forward as having in expertise. The Nigerian Companies and Allied Matters Act 1990 is yet to reflect this dual objective-subjective standard, which has the potential to improve Directors’ accountability towards the companies they serve. The work therefore recommends the amendment of the Nigerian law to reflect this modern approach.
S Chan - One of the best experts on this subject based on the ideXlab platform.
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the hong kong Company Director s duty of skill and care a standard for the 21st century
Social Science Research Network, 2003Co-Authors: P Spink, S ChanAbstract:This article reviews the Hong Kong law on Company Directors' duties of skill and care in the context of existing regulatory frameworks and developing case law in other common law jurisdictions, including in particular that of the United Kingdom. The discussion focuses on a recent review undertaken by the Hong Kong Standing Committee on Company Law Reform and criticises its decision to recommend acquiescence in the face of an option to codify the law in this field. The primary conclusion drawn is that Hong Kong will find itself out of step with the current international trend to reform and tighten the law on Directors' duties, to the detriment of its reputation as an international centre of finance and commerce, unless steps are taken promptly to introduce a statutory benchmark.