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CALIFORNIA CORPORATE & SECURITIES LAW

Is Every Agent A Fiduciary?

In common parlance, a fiduciary is someone you can trust.  The word itself is related to the Latin word, fidere, meaning to trust.  We name our dogs “Fido” because dogs are trustworthy companions.  For example, a dog named Hachiko (忠犬ハチ公) faithfully returned every day for nine years to Shibuya Station in Tokyo to greet his master…

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This Definition Of A Factor May Surprise You

The creditable H.W. Fowler described “factor” as “one of those words . . . which are so popular as thought-saving reach-me-downs that all meaning is being rubbed off them by constant use.”  Fowler’s Modern English Usage (2d ed. p. 184). When I think of factoring in the legal sense, I think of someone who is engaged…

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Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents.  The post was prompted by then Chancellor William B. Chandler III’s assertion: This is because the board’s power – which is that of an agent’s with regard to its principal – derives from the shareholders, who are the ultimate holders of power under…

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Agency – One Of The “Three Great Relations In Private Life”

Suppose you are sued and win.  Then, your luck runs out with your spouse and your last, best friend.  To make matters worse, you’ve run up big legal fees but have no insurance and no indemnification agreement. Moreover, no statute and no agreement requires the plaintiff to pay these expenses.  Has your luck really run out? The answer may be no if you…

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