Board of Director’s Duties

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Presentation transcript:

Board of Director’s Duties Fiduciary Duty Care: Must act in good faith for the company's best interest Loyalty: Protect the interests of the corporation/refrain from conduct which would injure the corporation or shareholders http://www.dypadvisors.com/2011/08/22/fiduciary-duties-of-board-of-directors-basics/#sthash.UKcXBLDM.dpuf http://www.investopedia.com/terms/r/revlon_rule.asp Revlon duty (Applies if a takeover is imminent) Must make reasonable effort to obtain the highest value for a company

Obvious legal conflict of interest Pay the Lowest Price Fiduciary Duty Get the highest bid Revlon Duty Form an independent committee

Set range to ensure acting in total neutrality Recommendation Still in a conflict of interest between fiduciary duties to: Chrysler: Pay as little as possible for buy back Shareholders: Get as much as possible for sale Recommend shareholders to accept anything between Low: $3.9B High: $4.1B Set range to ensure acting in total neutrality

Review of consideration structure Chrysler Shareholders (VEBA) Cash from Chrysler (Buyback) Consideration from Fiat (Takeover) Ensure cash from Chrysler’s RE doesn’t impact operations

Questions?