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https://www.texascommerciallitigator.blog/2018/10/texas-corporate-fiduciary-duties-related-procedures.html#:~:text=Texas%20Corporate%20directors%20and%20officers%20owe%20fiduciary%20duties,S.W.3d%20397%2C%20407%20%28Tex.%20App.%E2%80%94Texarkana%202004%2C%20pet.%20denied%29.
https://shareholderoppression.com/blog/corporate-fiduciary-duties-in-texas
Under the traditional formulation, corporate fiduciary duties constitute three separate duties. “Corporate officers and directors owe three distinct duties to the corporations they serve: obedience, loyalty, and due care.” “The duty of obedience requires a director to avoid acting beyond the scope of their enumerated powers (also referred to as ultra vires acts).” The …
https://freemanlaw.com/fiduciary-duties-of-the-board-of-directors-in-texas/
Directors of a Texas corporation should understand their fiduciary duties in the context of managing corporate affairs. Fiduciary duties are not codified in the TBOC; rather, they have developed through Texas case law and generally include the duties of loyalty, due care, and obedience (also known as the duty to follow the law).
https://www.hunnicuttlaw.com/breach-of-fiduciary-duty-texas/
A Corporate Officer . Corporate officers and directors owe clear fiduciary duties to the corporation for which they work. As a result, they are bound to an honest relationship with the corporation, including being fully transparent regarding competing interests. For example, consider a situation where: A corporate officer uses their influence or power to hire …
https://www.texascommerciallitigator.blog/2018/10/texas-corporate-fiduciary-duties-related-procedures.html
In fact, the Texas Supreme Court in the recent case of Richie v. Rupe, 443 S.W.3d 856, 881 (Tex. 2014) seemed to encourage shareholder agreements. In conclusion, Texas corporate officers and directors must strictly comply with their fiduciary duties including the duty of loyalty. These issues can be addressed in advance in a manner that will protect the officers …
https://www.baylor.edu/law/facultystaff/doc.php/117971.pdf
A. Fiduciary Duties of Corporate Directors, Officers, and Shareholders The provisions of the BOC governing for-profit corporations (like the predecessor Texas Business Corporation Act), do not explicitly set forth or define the fiduciary duties of corporate directors; however,
https://www.oflaherty-law.com/learn-about-law/fiduciary-duties-of-corporate-officers-and-director
Corporate officers, including the President, Vice President, Secretary and Treasurer, manage the day-to-day operations of the company. All of the aforementioned executive positions have massive control over the corporation, and therefore take on fiduciary duties to lawfully declare their obligation of trust and fidelity to the corporation.
https://www.reeveslegal.com/news-info/texas-llc-fiduciary-duties
Fiduciary Duties in Texas Business. A fiduciary is a person or organization that acts on behalf of another, to take care of money and/or assets, in a relationship of greatest confidence and trust. Under Texas law, a fiduciary is bound legally and ethically to act in the other's best interests rather than his or her own.
https://www.stimmel-law.com/en/articles/corporate-officers-duties-and-fiduciary-responsibilities
In the corporate setting, the fiduciary duty requires both directors and officers to apply their best business judgment, to act in good faith, and to promote the best interests of the corporation. Note that officers usually hire and supervise other employees within a company, acting as senior management, but that such a role is not essential.
https://www.jw.com/wp-content/uploads/2016/09/863.pdf
fiduciary and other duties of directors and officers, including their duties of care, loyalty and oversight. Increasingly the courts are applying principals articulated in cases involving mergers and acquisitions (“ M&A ”) to cases involving executive compensation, perhaps because both areas often involve con
https://wattsguerra.com/commercial-litigation/do-members-of-a-limited-liability-company-llc-owe-other-members-a-fiduciary-duty/
Although Texas Law does not impose fiduciary duties on members of an LLC, the Texas business Organization Code provides an inference that fiduciary duties do exist. Members of an LLC may always contractually expand and/or restrict fiduciary duties. Texas courts have found that managers and/or members of an LLC who govern the activities within that LLC owe a fiduciary …
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