Directors and officers of corporations typically owe the entity and its owners fiduciary duties. These duties are subject to increased scrutiny in connection with significant transactions such as business combinations, related party transactions and asset dispositions. The slides linked below discuss the fiduciary duties that apply to directors and officers, the judicial standards used to review the board's actions as well as the deal protections included in the transaction. The material presented below also discusses recent shareholder activism in the energy industry. Because of the complexity and importance of (and consequences for failing to fulfill) these duties, directors and officers of companies engaged in material transactions should consult their legal advisors in order to fully understand and best fulfill their fiduciary duties.
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