Internal Governance Standards

Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of corporate control transactions and the application of fiduciary duties in control transactions. It also examines QVC Network Inc. v. Paramount Communications Inc., which involves sale of corporate control. The second part of this thesis deals with management reaction to market changes. An ideal system of corporate governance is where the management has enough freedom to manage the interests of shareholders well. The thesis will examine IBM Corp. and General Motors Corp. to evaluate how management of companies should react when securities markets signal poor performance of the company