Duties of Corporate Directors and Officers

User Generated

ONIT

Business Finance

Description

Scenario

Fitzgerald Foods is a food processing corporation. In the past year, three directors were forced to leave Fitzgerald Foods after it was discovered the directors breached their legal duties to the corporation. Two of the directors were also officers of the corporation. The chairman of the board at Fitzgerald Foods is concerned that the remaining directors don't understand their legal duties to the corporation and that new directors won't understand their duties either.

You are the chief executive officer (CEO) of the corporation. The chairman of the board asked you to work with the corporation's legal counsel to create a company policy document for directors and officers about their legal duties to the corporation.

Develop a 700- to 1,050-word company policy in Third person (template provided - see attached) for Fitzgerald Foods' directors and officers completing the following:

  • Legal Duties of Directors and Officers (a heading from policy document)
    • Explain the legal duties of directors and officers to the corporation, including the "business judgment rule."
  • Benefits of Compliance (a heading from policy document)
    • Discuss the benefits of compliance for Fitzgerald Foods.
  • Consequences of Noncompliance (a heading from policy document)
    • Analyze how unethical activity by a director or officer can lead to a violation of a legal duty owed to the corporation.
    • Provide a brief example from a news article or court case within the last three years that demonstrates corporate director or officer liability in the United States.
  • Recommend separately (not a heading on the policy document) to the chairman of the board in 45 to 90 words at least two business risk management procedures that Fitzgerald Foods can adopt in the future to avoid violations of legal duties by its directors and officers.

Use the Fitzgerald Foods Company Policy template (see attached) as a guide for your policy document.

Cite a minimum of two references according to APA guidelines.

Please follow APA guidelines and the paper most include cover page, introduction, and conclusion.

Unformatted Attachment Preview

Fitzgerald Foods Policy Document ETH/321 Version 7 Company Policy 1.0 Legal Duties of Directors and Officers 1. PURPOSE a. [List the purpose of the policy here. Read the assignment scenario for clues.] 2. SCOPE a. [List who the policy applies to here. Read the assignment scenario for clues.] 3. LEGAL DUTIES OF DIRECTORS AND OFFICERS a. [List the legal duties of directors and officers here, including the “business judgment rule.”] 4. BENEFITS OF COMPLIANCE a. [List the benefits achieved by the company from compliance here.] 5. CONSEQUENCES OF NONCOMPLIANCE a. [List the legal consequences for the company and the legal/employment consequences for a director/officer for violating the policy here. Include a real world example of a director/officer’s liability for noncompliance as required by the assignment and how a director/officer’s unethical behavior can lead to liability.] 1
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Explanation & Answer

Attached.

OUTLINE
INTRODUCTION
BODY
CONCLUSION
REFERENCE


Running Head: BUSINESS

Fitzgerald Foods Company Legal Policy Document
Name
Institutional Affiliation
Instructor
Date

BUSINESS

2

The company policy is a document that will provide the reference for the directors and the
officers in the company on the business conduct expected of them. It has necessitated the creation
of the company policy following the recent event, where, officers and directors were forced to
leave the organization due to the breach of legal obligations to the company. With the policy, the
officers have the precise knowledge of their duties, and therefore the compliance will be strictly
adhered to. Please find the company policy below.
Company Policy 1.0
Legal duties of Directors and Officers
1. PURPOSE
The legal company policy is a document that is meant to give guidelines to the employees in
an organization. Fitzgerald foods as an operational company is looking to create a legal company
policy for the directors and officers to make them aware of their legal duties and responsibilities.
This document will supplement the employee conduct policy and the federal laws in the United
States. Further, the paper will give the guidelines on the consequences of the breach of these
policies for the officers stated above. The company policy will be held legally binding on the
employees as a...


Anonymous
Excellent resource! Really helped me get the gist of things.

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