The Duty of Fair Dealing: Board Judgment in Management Led Buyouts
Terrence C. Sebora, Michael J. Rubach
Journal of Business Ethics · 1998 · Volume 17 · Issue 1
Abstract
This paper investigates board judgment in response to management led buyouts (MLBs). Board response is suggested to be guided by the business judgment rule and its dual duties of care and loyalty. The duty of loyalty is seen to be evolving into a specification of fair dealing. With this trend, the current interpretation of the business judgment rule emphasizes the role of care and relies on the market to insure fairness. Possible failures in the MLB market which limit its effectiveness in assuring fairness are discussed. Recommendations to counteract these failures are suggested.
Keywords
Economic Growth, Assure, Management Lead, Current Interpretation, Fair Dealing
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