B LAW422 Lecture Notes - Lecture 7: Fiduciary, Remittance, Income Tax
26 Jan 2016
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D&o personal liability: d & o have no fiduciary duty to creditors. Income tax remittance - personally liable for unpaid taxes. Unpaid wages paid to employees (6 months) (not contractors) Employees come first, creditors, you come last. Not liable for anything incurred after resigning. Environmental legislations: private liability rare. Duty of care: standard of care act like a reasonable person like in tort. Standard can go up and down but will never go below a certain point. Rely on expert opinion audits, financial reports, all sorts report. Can"t be liable when based on expert reports. Indemnity agreement with company if i get sued they"re indemnify for any expenses not practical if company is bankrupt. Corporate governance in practice: as companies get larger, there"s separation & agency costs. Have different directors for different sectors show independence to standup to somebody & disagree checks and balances in corporate governance. Yes fiduciary duty to shareholders to increase price.
