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Shareholder Approved Stock Option Plan
Shareholder Approved Stock Option Plan Cartoons

Shareholder Approved Stock Option Plan

Ryan v. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith.
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Shareholders Are Entitled to Full Disclosure
Shareholders Are Entitled to Full Disclosure
Gantler v. Stephens; Shareholder ratification applies only to circumstances where fully informed shareholder vote approves director action that does not legally require shareholder approval in order to become legally effective.
Interest and Independence are Different
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Orman v. Cullman; director is "interested" when he derives benefit from transaction that is not shared with other shareholders but lacks "independence" when his decision about transaction controlled directly or indirectly by another; disinterested.
Director Duty to Get Best Price
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Lyondell Chem. Co. v. Ryan; The duty to obtain the best possible price for the shareholders arises only when the company embarks on a transaction that will result in change of control.
Implied Authority
Implied Authority
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Partner Cannot Pay Below Market Rate For Partnership Property
Enea v. Superior Court; In forming a partnership, the partners obligate themselves to share the risks and benefits and carry out the enterprise with the highest good faith toward each other; fiduciary.
Statutory Inspection Rights May Be Altered By Agreement
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Acquisition Tender Offer By Controlling Shareholder
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