178-845: The Regents of the University of California (also referred to as the Board of Regents to distinguish the board from the corporation it governs of the same name) is the governing board of the University of California (UC), a state university system in the U.S. state of California . The Board of Regents has 26 voting members, the majority of whom are appointed by the governor of California to serve 12-year terms. The regents establish university policy; make decisions that determine student cost of attendance, admissions, employee compensation, and land management; and perform long-range planning for all UC campuses and locations. The regents also control
356-518: A botleas crime were at the king's mercy. Items or creatures which caused death were also destroyed as deodands . Alfred the Great 's Doom Book distinguished unintentional injuries from intentional ones, and defined culpability based on status, age, and gender. After the Norman Conquest , fines were paid only to courts or the king, and quickly became a revenue source. A wrong became known as
534-665: A direct result of the breach of duty . Legal injuries addressable under tort law in common law jurisdictions are not limited to physical injuries and may include emotional, economic, or reputational injuries as well as violations of privacy , property, or constitutional rights. Torts comprise such varied topics as automobile accidents , false imprisonment , defamation , product liability , copyright infringement , and environmental pollution ( toxic torts ). Modern torts are heavily affected by insurance and insurance law , as many cases are settled through claims adjustment rather than by trial, and are defended by insurance lawyers, with
712-508: A lawsuit . To prevail, the plaintiff in the lawsuit must generally show that the tortfeasor's actions or lack of action was the proximate cause of the harm, though the specific requirements vary between jurisdictions. Torts and crimes in common law originate in the Germanic system of compensatory fines for wrongs, with no clear distinction between crimes and other wrongs. In Anglo-Saxon law , most wrongs required payment in money paid to
890-437: A motion to compel discovery. In tort litigation, the availability of discovery enables plaintiffs to essentially carry out a private investigation, subpoenaing records and documents from the defendant. Consequently, commentators in civil law jurisdictions regard discovery destructive of the rule of law and as "a private inquisition." Civil law countries see the underlying objectives of discovery as properly monopolised by
1068-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,
1246-411: A tort or trespass , and there arose a division between civil pleas and pleas of the crown. The petty assizes (i.e. of novel disseisin , of mort d'ancestor , and of darrein presentment ) were established in 1166 as a remedy for interference with possession of freehold land. The trespass action was an early civil plea in which damages were paid to the victim; if no payment was made, the defendant
1424-542: A $ 253,750 piece of property for Carter's personal use, with the university paying $ 178,750 and Carter paying the remaining $ 75,000. Smith, who was Governor Reagan's personal lawyer and a Reagan appointee to the board, was a lawyer at the law firm representing the Irvine Company , a private real estate company. Carter was a lifetime board member of the Irvine Foundation , which has a controlling interest in
1602-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on
1780-446: A board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect
1958-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout
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#17327727844562136-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on
2314-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if
2492-522: A case falls into one of three sets of circumstances recognised by precedent while the Singaporean test is independent of precedent. In English tort law, Caparo Industries plc v Dickman established a tripartite test for the existence of a duty of care per which harm must be reasonably foreseeable as a potential result of the defendant's conduct; the parties must be in a relationship of proximity; and it must be fair, just, and reasonable to impose such
2670-493: A court order providing for a remedy other than damages is awarded under the CDRA is violated, sections 5-8 of the act require that the plaintiff apply for a 'special direction' to be issued in order to enforce the original remedy and section 9 provides that failure to comply with a special direction is grounds for the court to issue an order excluding the tortfeasor from their residence. Aside from legislatively created remedies such as
2848-623: A criminal prosecution in countries where the civil and criminal legal systems are separate. Tort law may also be contrasted with contract law , which provides civil remedies after breach of a duty that arises from a contract. Obligations in both tort and criminal law are more fundamental and are imposed regardless of whether the parties have a contract. While tort law in civil law jurisdictions largely derives from Roman law , common law jurisdictions derive their tort law from customary English tort law . In civil law jurisdictions based on civil codes, both contractual and tortious or delictual liability
3026-752: A dangerous escape of some hazard, including water, fire, or animals as long as the cause was not remote. In Cambridge Water Co Ltd v Eastern Counties Leather plc (1994), chemicals from a factory seeped through a floor into the water table, contaminating East Anglia's water reservoirs. The Rylands rule remains in use in England and Wales. In Australian law, it has been merged into negligence. Economic torts typically involve commercial transactions, and include tortious interference with trade or contract, fraud, injurious falsehood, and negligent misrepresentation. Negligent misrepresentation torts are distinct from contractual cases involving misrepresentation in that there
3204-572: A defendant may assert various defences to a plaintiff's case, including comparative fault and assumption of risk. Negligence is a tort which arises from the breach of the duty of care owed by one person to another from the perspective of a reasonable person . Although credited as appearing in the United States in Brown v. Kendall , the later Scottish case of Donoghue v Stevenson [1932] AC 562, followed in England, brought England into line with
3382-474: A defender intentionally harms the pursuer - provided the interest harmed is regarded as reparable - the defender incurs delictual liability'. If the pursuer has suffered loss as the result of the defender's conduct, yet the defender did not intend to harm the pursuer, nor behave so recklessly that intent might be constructively inferred, the pursuer must demonstrate that the defender's conduct was negligent in order to win their case. Negligence can be established, by
3560-421: A duty. Intentional torts are any intentional acts that are reasonably foreseeable to cause harm to an individual, and that do so. Intentional torts have several subcategories: An intentional tort requires an overt act, some form of intent, and causation. In most cases, transferred intent, which occurs when the defendant intends to injure an individual but actually ends up injuring another individual, will satisfy
3738-473: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from
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#17327727844563916-527: A meeting of the regents scheduled for May 28, but no record was made of this meeting. On June 9, 1868, the first two groups of regents gathered together in San Francisco for the first recorded meeting of the Board of Regents, where the appointed regents drew lots to determine the lengths of their initial terms, and then the board proceeded to elect the eight honorary regents. The "honorary" regents enjoyed
4094-510: A mixture of common and civil law jurisprudence either due to their colonial past (e.g. Québec , St Lucia , Mauritius ) or due to influence from multiple legal traditions when their civil codes were drafted (e.g. Mainland China , the Philippines , and Thailand ). Furthermore, Israel essentially codifies common law provisions on tort. In common, civil, and mixed law jurisdictions alike, the main remedy available to plaintiffs under tort law
4272-466: A patrimonial interest, they will incur Aquilian liability; and, where an individual violates a non-patrimonial interest, they will incur liability stemming from the actio iniuriarum. While broadly similar due to their common origin, the nature of the remedies available under contemporary Scots and Roman-Dutch law vary slightly, although the aquilian action and actio iniuriarum are the primary remedies available under both systems. The primary difference between
4450-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to
4628-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in
4806-634: A reaction in terms of tort reform , which in some cases have been struck down as violating state constitutions, and federal preemption of state laws. Torts may be categorised in several ways, with a particularly common division between negligent and intentional torts. Quasi-torts are unusual tort actions. Particularly in the United States, "collateral tort" is used to refer to torts in labour law such as intentional infliction of emotional distress ("outrage"); or wrongful dismissal ; these evolving causes of action are debated and overlap with contract law or other legal areas to some degree. In some cases,
4984-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to
5162-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,
5340-648: A result of the influence of its relatively early codification of criminal law, the torts of assault, battery, and false imprisonment are interpreted by Indian courts and the courts of jurisdictions that were formerly part of the British Indian Empire (e.g. Pakistan, Bangladesh) and British colonies in South East Asia which adopted the Indian Penal Code (i.e. Singapore, Malaysia, and Brunei) with reference to analogous crimes outlined in
5518-468: A separate category of strict liability torts. Similarly, cases involving environmental or consumer health torts which other countries treat as negligence or strict liability torts are treated in India as absolute liability torts. In establishing whether a duty of care exists, different common law jurisdictions have developed a variety of distinct but related approaches, with many jurisdictions building on
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5696-472: A similar test in the context of assessing damages for pure economic loss owing to negligence derived from Anns which consists of a two step examination of the existence of a sufficiently proximate relationship between the parties and public policy considerations; however, the Canadian test is more sensitive to the individual circumstances of a given case and the first step is generally deemed to be met where
5874-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in
6052-430: A threat by a third party or an outside force. Private defence (or self-defence) is conduct directed at the person responsible for the duress or compulsion or threat. There is, therefore, an important distinction between the two. In cases of necessity and private defence, the question is this: Under which circumstances would the legal convictions of the community consider it reasonable to inflict harm to prevent it? The test
6230-750: A tort claim are able to do so in the hope that they will be able to obtain sufficient evidence through discovery. The primary drawbacks of this are that, on one hand, it creates the possibility that a plaintiff filing suit in good faith may not find enough evidence to succeed and incur legal expenses driven upward due to the cost of discovery; and, on the other hand, that it enables plaintiffs arguing in bad faith to initiate frivolous tort lawsuits and coerce defendants into agreeing to legal settlements in otherwise unmeritorious actions. Among common law countries today, there are significant differences in tort law. Common law systems include United States tort law , Australian tort law , Canadian tort law , Indian tort law , and
6408-418: A way to replace middle class engineering jobs with cheap graduate student labor. Regent Richard C. Blum , financier and husband to Sen. Dianne Feinstein, served on the board of regents' Investment Committee. Allegations of conflicts of interest have arisen because, during Blum's tenure, UC has invested hundreds of millions of dollars where he had concurrent business interests. According to an investigation by
6586-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and
6764-407: Is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of
6942-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of
7120-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of
7298-525: Is compensation in damages , or money. Further, in the case of a continuing tort, or even where harm is merely threatened, the courts will sometimes grant an injunction , such as in the English case of Miller v Jackson . Usually injunctions will not impose positive obligations on tortfeasors , but some jurisdictions, such as those in Australia , can make an order for specific performance to ensure that
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7476-459: Is considerable academic debate about whether vicarious liability is justified on no better basis than the search for a solvent defendant, or whether it is well founded on the theory of efficient risk allocation. Absolute liability , under the rule in M. C. Mehta v. Union of India , in Indian tort law is a unique outgrowth of the doctrine of strict liability for ultrahazardous activities . Under
7654-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience
7832-433: Is currently no consistent approach to the tort of invasion of privacy. Four provinces (British Columbia, Manitoba, Newfoundland and Saskatchewan ) have created a statutory tort. Ontario has recognised the existence of the tort of " intrusion upon seclusion ", which has also been held to exist under tort law in the United States. British Columbia, on the other hand, has held that the tort does not exist in that province under
8010-577: Is implicit" in Article 21 of the Constitution of India , which guarantees protections for personal liberties. Despite the lack of a tort addressing violations of privacy by private individuals, the Supreme Court recognised privacy as a constitutional right in 2017. Similarly, neither intentional infliction of emotional distress (IIED) nor negligent infliction of emotional distress (NIED)
8188-404: Is no privity of contract; these torts are likely to involve pure economic loss which has been less-commonly recoverable in tort. One criterion for determining whether economic loss is recoverable is the "foreseeability" doctrine. The economic loss rule is highly confusing and inconsistently applied and began in 1965 from a California case involving strict liability for product defects; in 1986,
8366-688: Is no exhaustive list of named delicts in either system; if the conduct complained of appears to be wrongful, the law will afford a remedy even in the absence of precedent pertaining to similar conduct. In South Africa and neighbouring countries, the Roman-Dutch law of delict is in force, having been preserved after the United Kingdom annexed Dutch settlements in South Africa and spread as neighbouring British colonies adopted South African law via reception statutes . Roman-Dutch law also forms
8544-672: Is objective. It requires a balancing of the parties' and of society's interests. The role of the person against whom the defensive conduct is directed is an important factor in determining whether defence or necessity is being pled. An act of necessity is calculated to avert harm by inflicting it on an innocent person, whereas an act of defence is always directed at a wrongdoer. A person acts in "private defence", and therefore lawfully, when he uses force to ward off an unlawful attack against his or someone else's property or person. A person acts in "self-defence" when he defends his own body against unlawful attack by someone else. One therefore cannot invoke
8722-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of
8900-493: Is recognised as a tort in Indian jurisprudence. While claims seeking damages for infliction of emotional distress were historically an accessory claim in a tort action alleging another distinct tort, the doctrine has evolved in North America into a stand-alone tort while English jurisprudence has evolved to typically recognise only recognised psychiatric injuries as grounds for compensation. Indian courts, while recognising
9078-474: Is required to compensate them for any resulting injury, and provides for strict liability where such harm is caused by the violation of a statutory provision aimed at protecting members of the community from harm. Additionally, tort liability exists for the owner of a defective building or structure where such building or structure causes damage, for the driver of an automobile that causes injury, and for individual's responsible for business activities that posed
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#17327727844569256-533: Is still the Regents of the University of California. Today, it is unusual for universities (or any other kind of corporation) to incorporate in the names of their boards, but it used to be a common practice among American universities. For example, Harvard University is still legally incorporated as the President and Fellows of Harvard College . Incorporating the university under the exact same name as its board
9434-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on
9612-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of
9790-451: Is the toleration of the use of reasonable force to expel a trespasser, which is typically also a defence against the tort of battery. In some, but not all, civil and mixed law jurisdictions, the term delict is used to refer to this category of civil wrong, though it can also refer to criminal offences. Other jurisdictions may use terms such as extracontractual responsibility (France) or civil responsibility (Québec). In comparative law ,
9968-509: Is typically outlined in a civil code based on Roman Law principles. Tort law is referred to as the law of delict in Scots and Roman Dutch law , and resembles tort law in common law jurisdictions in that rules regarding civil liability are established primarily by precedent and theory rather than an exhaustive code. However, like other civil law jurisdictions, the underlying principles are drawn from Roman law. A handful of jurisdictions have codified
10146-502: Is typically the default remedy available to plaintiffs, with injunctions and specific performance being relatively rare in tort law cases. Relatively uniquely for a common law jurisdiction, Singapore's Community Disputes Resolution Act 2015 (CDRA) alters the common law by codifying a statutory tort of "interference with enjoyment or use of place of residence" and provides for a variety of remedies beyond damages, ranging from injunctions and specific performance to court-ordered apologies. Where
10324-414: Is used to impose strict liability on certain areas of nuisance law and is strictly "a remedy for damage to land or interests in land" under which "damages for personal injuries are not recoverable", Indian courts have developed this rule into a distinct principle of absolute liability, where an enterprise is absolutely liable, without exceptions, to compensate everyone affected by any accident resulting from
10502-494: Is very troubling – especially when the research is conducted at, and the technologies are developed in collaboration with, public institutions." Following the signing of the contract by the UC Regents, professors complained that BP Oil bypassed normal university hiring and tenure protocol and hired professors directly, without consulting any academic department. Opponents have also argued this and other privatization contracts are
10680-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that
10858-503: The Court of the King's Bench is recorded as saying that since the water supply in area was already contaminated, the nuisance was not actionable as it is "better that they should be spoiled than that the commonwealth stand in need of good liquor". In English law, a related category of tort liability was created in the case of Rylands v Fletcher (1868): strict liability was established for
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#173277278445611036-587: The Irvine Company . In 2007, the Board of Regents signed the EBI contract , a $ 50 million university privatization contract funded by the BP oil company. The contract gave financial control over all clean energy research at UC Berkeley to BP , with $ 15 million directed towards proprietary research allowing the oil company able to keep around a third of the patents produced by the academic employees while also financially controlling all other clean energy research upon
11214-615: The Netherlands and Scotland during the Enlightenment . In both legal systems, when applied in English speaking countries, the term delict is used to refer to tortious liability (unlike, for instance, in Spain where the cognate of the term delict refers to a criminal offence). Unlike in systems based on civil codes or on the English common law, Scots and Roman-Dutch law operate on broad principles of liability for wrongdoing; there
11392-554: The Sacramento News & Review , conflict-of-interest dealings by the UC Board of Regents accelerated in the years prior to the 2008 recession. Beginning in 2003, "[M]embers of the board of regents benefited from the placement of hundreds of millions of university dollars into investments, private deals and publicly held enterprises with significant ties to their own personal business activities, while simultaneously increasing
11570-619: The Ultramares approach or the Restatement approach. The tort of deceit for inducement into a contract is a tort in English law, but in practice has been replaced by actions under Misrepresentation Act 1967 . In the United States, similar torts existed but have become superseded to some degree by contract law and the pure economic loss rule. Historically (and to some degree today), fraudulent (but not negligent ) misrepresentation involving damages for economic loss may be awarded under
11748-417: The defendant carries out certain legal obligations, especially in relation to nuisance matters. At the same time, each legal system provides for a variety of defences for defendants in tort claims which, partially or fully, shield defendants from liability. In a limited range of cases varying between jurisdictions, tort law will tolerate self-help as an appropriate remedy for certain torts. One example of this
11926-622: The governor , Lieutenant Governor , Speaker of the State Assembly , State Superintendent of Public Instruction , President and Vice President of the Alumni Associations of UC, and president of the University of California. The Board also has two non-voting faculty representatives and two non-voting Staff Advisors. The incoming student Regent serves as a non-voting Regent-designate from the date of selection (usually between July and October) until beginning their formal term
12104-420: The insurance policy setting a ceiling on the possible payment. While individuals and corporations are typically only liable for their own actions, indirect liability for the tortious acts of others may arise by operation of law, notably through joint and several liability doctrines as well as forms of secondary liability . Liability may arise through enterprise liability or, in product liability cases in
12282-416: The lex Aquilia' and wrongdoing that results in physical harm to a person may give rise to both an aquilian action and an actio iniuriarum. Additionally, the modern Scots law pertaining to reparation for negligent wrongdoing is based on the lex Aquilia and so affords reparation in instances of damnum injuria datum - literally loss wrongfully caused - with the wrongdoing in such instances generated by
12460-424: The shareholders , the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees . Tort A tort is a civil wrong , other than breach of contract, that causes a claimant to suffer loss or harm, resulting in legal liability for
12638-466: The "appeal of felony", or assize of novel disseisin, or replevin . Later, after the Statute of Westminster 1285 , in the 1360s, the "trespass on the case" action arose for when the defendant did not direct force. As its scope increased, it became simply "action on the case". The English Judicature Act passed 1873 through 1875 abolished the separate actions of trespass and trespass on the case. In 1401,
12816-509: The "benefit-of-the-bargain" rule (damages identical to expectation damages in contracts ) which awards the plaintiff the difference between the value represented and the actual value. Beginning with Stiles v. White (1846) in Massachusetts, this rule spread across the country as a majority rule with the "out-of-pocket damages" rule as a minority rule. Although the damages under the "benefit-of-the-bargain" are described as compensatory,
12994-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that
13172-405: The CDRA, courts in common law jurisdictions will typically provide for damages (which, depending on jurisdiction, may include punitive damages ), but judges will issue injunctions and specific performance where they deem damages not to be a sufficient remedy. Legislatures in various common law jurisdictions have curtailed the ability of judges to award punitive or other non-economic damages through
13350-613: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there
13528-470: The California state auditor found that regent Edwin W. Pauley, who owned Pauley Petroleum, personally profited when university officials steered $ 10.7 million dollars into one of his company's business deals. In 1970, the California state auditor investigated regent William French Smith and regent Edward Carter for conflict of interest dealings. The actions investigated included the joint purchase of
13706-466: The English case Beaulieu v Finglam imposed strict liability for the escape of fire; additionally, strict liability was imposed for the release of cattle. Negligently handling fire was of particular importance in these societies given capacity for destruction and relatively limited firefighting resources. Liability for common carrier , which arose around 1400, was also emphasised in the medieval period. Unintentional injuries were relatively infrequent in
13884-424: The Regents are non-voting participants who may be assigned as representatives to certain committees. Non-voting participants who are assigned as representatives to Regents' committees. In its early years, UC had thirteen Honorary Regents, with eight elected in 1868. "Honorary Regents" were full board members, with the word "Honorary" simply denoting their manner of selection (that is, they were elected to serve on
14062-682: The Regents by the Office of the Secretary and Chief of Staff of the Regents of the University of California, which shares an office building with the UC Office of the President in Oakland . The Board of Regents has been the subject of various corruption scandals throughout the university's long history. The board's first scandal surfaced in 1874. By June 1872, regent Samuel Merritt had become
14240-535: The Roman Lex Aquilia . Non-patrimonial interests include dignitary and personality related interests (e.g. defamation, disfigurement, unjust imprisonment) which cannot be exhaustively listed which are addressed in the context of the Roman Actio iniuriarum , as well as pain and suffering which are addressed under jurisprudence that has developed in modern times. In general; where an individual violates
14418-455: The Scots and Roman-Dutch law of delict, there are two main remedies available to plaintiffs: Protected interests which can give rise to delictual liability can be broadly divided into two categories: patrimonial and non-patrimonial interests. Patrimonial interests are those which pertain to damages to an individual's body or property, which both Scots and Roman-Dutch law approach in the context of
14596-551: The U.S. Supreme Court adopted the doctrine in East River S.S. Corp. v. Transamerica Deleval, Inc . In 2010, the supreme court of the U.S. state of Washington replaced the economic loss doctrine with an "independent duty doctrine". Economic antitrust torts have been somewhat submerged by modern competition law . However, in the United States, private parties are permitted in certain circumstances to sue for anticompetitive practices, including under federal or state statutes or on
14774-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have
14952-529: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of
15130-449: The United States and established the 'tort of negligence' as opposed to negligence as a component in specific actions. In Donoghue , Mrs. Donoghue drank from an opaque bottle containing a decomposed snail and claimed that it had made her ill. She could not sue Mr. Stevenson for damages for breach of contract and instead sued for negligence. The majority determined that the definition of negligence can be divided into four component parts that
15308-405: The United States, market share liability . In certain cases, a person might hold vicarious liability for their employee or child under the law of agency through the doctrine of respondeat superior . For example, if a shop employee spilled cleaning liquid on the supermarket floor and a victim fell and suffered injuries, the plaintiff might be able to sue either the employee or the employer. There
15486-422: The United States, noting that the English law was less generous to the plaintiff in the following ways: contingent fee arrangements were restricted, English judges tried more decisions and set damages rather than juries, wrongful death lawsuits were relatively restricted, punitive damages were relatively unavailable, the collateral source rule was restricted, and strict liability, such as for product liability,
15664-427: The actio iniuriarum. The various delictual actions are not mutually exclusive. It is possible for a person to suffer various forms of harm at the same time, which means that a person may simultaneously claim remedies under more than one action. The elements of liability under the actio iniuriarum are as follows: There are five essential elements for liability in terms of the actio legis Aquiliae : In Scots law,
15842-508: The amount of detail that flowed upwards to the regents. The majority of the board (18 Regents) is appointed via nomination by the governor of California and confirmation by the California State Senate to 12-year terms. One student Regent is selected by the board to represent the students for a one-year term through a hiring process that is conducted by the board. The remaining 7 Regents are ex officio members . They are
16020-412: The aquilian action has developed more expansively and may be invoked as a remedy for both patrimonial and certain types of non-patrimonial loss, particularly with regard to personal injury. By way of a legal fiction , 'personal injury' is treated as (physical) 'damage done', with the net effect that 'the actio injuriarum root of Scots law infuses the [nominate] delict assault as much as any development of
16198-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and
16376-419: The basis for the legal system of Sri Lanka . The elements of a delict as follows: The elements of harm and conduct are fact-based inquiries, while causation is part-factual and part-normative, and wrongfulness and fault are entirely normative: that is, value-based, in that they articulate a wider societal policy perspective. Delict is "inherently a flexible set of principles that embody social policy." Under
16554-670: The basis of common law tortious interference , which may be based upon the Restatement (Second) of Torts §766. Negligent misrepresentation as tort where no contractual privity exists was disallowed in England by Derry v Peek [1889]; however, this position was overturned in Hedley Byrne v Heller in 1964 so that such actions were allowed if a "special relationship" existed between the plaintiff and defendant. United States courts and scholars "paid lip-service" to Derry ; however, scholars such as William Prosser argued that it
16732-440: The board by the other board members, instead of being appointed by the governor). Some were then appointed to another term, following their term as Honorary Regent, by the governor. One (Tompkins) was re-elected. Governing board A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of
16910-400: The board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are
17088-708: The board in June 1874 and in October refunded $ 867 of his lumber company's profits to the university. In 1965, free-speech movement activist Marvin Garson responded to a call by the California Federation of Teachers to "investigate the composition and operation of the Board of Regents." He produced a 19-page report documenting prior cases of corruption, concluding that, "taken as a group, the Regents are representatives of only one thing—corporate wealth." In 1970,
17266-586: The board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically,
17444-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in
17622-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by
17800-464: The board of regents Investment committee, while also reducing the funds within the UC endowment that might have otherwise been used to cover costs related to the operations of the university. In May 2017, The San Francisco Chronicle reported that the Regents had been hosting costly dinner parties using university funds. Only after extensive public outcry, university leadership released a statement saying
17978-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view
18156-546: The board) met an additional 11 times, and the university budget was excruciatingly detailed. The result was that the board collectively supervised every aspect of university affairs—no matter how trivial or minor. One sign of the regents' unusually extreme level of micromanagement during this period was that it was seen as a major milestone when acting UC President Martin Kellogg gained the power in 1891 to independently hire janitors (as long as he reported on what he had done at
18334-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in
18512-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where
18690-555: The building came from Merritt's own lumber company." The San Francisco Evening Post broke the story on January 6, 1874, and two days later, the California State Assembly 's public building committee launched an investigation which held hearings through March 3 of that year. The committee concluded that Merritt had profited financially from providing an inferior building to the university at an exorbitant cost: $ 24,000 over its reasonable value. Merritt resigned from
18868-459: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there
19046-547: The campus. The contract likewise allowed BP oil to construct a building on the UC Berkeley campus with entire floors that only BP employees are allowed to enter. Before the signing of the contract, a number of environmental organizations, including Greenpeace penned a letter to the regents, which was read during the regents meeting on November 2, 2007, which stated "The prospect of giant carbon polluters directing research related to and gaining control of key energy technologies
19224-411: The chair of the board's building committee and initiated planning for the original College of Letters building (later known as North Hall). Although the board also passed a resolution that same month prohibiting self-dealing with respect to construction of campus buildings, the winning bid was ultimately submitted by Merritt's preferred contractor, Power and Ough, "and much of the lumber and cement for
19402-523: The code. For instance, assault is interpreted in the context of s.351 per which the following criteria constitute assault: Similarly, battery is interpreted in the context of criminal force as outlined in s.350. An area of tort unique to India is the constitutional tort, a public law remedy for violations of rights, generally by agents of the state, and is implicitly premised on the strict liability principle. In practice, constitutional torts in India serve
19580-470: The common law. Like the United Kingdom and British Columbia, but unlike Ontario and most jurisdictions in the United States, Indian tort law does not traditionally recognise a common law tort of invasion of privacy or intrusion on seclusion . Nevertheless, there is a shift in jurisprudence toward recognising breech of confidentiality as an actionable civil wrong. Proponents of protection for privacy under Indian tort law argue that "the right to privacy
19758-545: The cost of university attendance." Additionally, the investigation found that some members of the regents’ investment committee, individuals who are also "Wall Street heavy hitters," modified long-standing UC investment policies, specifically, steering away from investing in more traditional instruments (such as blue-chip stocks and bonds) toward largely unregulated and risky "alternative" investments, such as private equity and private real-estate deals. These changes in UC investment policy brought personal gain to individual members of
19936-619: The court ordered double the original grain restored to the victim to compensate the damages. The Qin Code made some changes to tort liabilities introducing the concept of subjective fault ( fault liability ). In a case where one person borrows farm equipment, compensation would be required for damage to the equipment if the damage is caused by the condition of the equipment when it was borrowed. In addition to fault liability, some defences were developed. A person would not be liable if public property were damaged by fire or other natural forces outside
20114-550: The current members of that board could not be held liable in their individual capacities for the torts of the corporation. The current Board of Regents is a "policy board," as a result of reforms unanimously adopted from 1957 to 1960 at the instigation of UC President Clark Kerr . Before Kerr's reforms, the regents operated as an "administrative board" (in Kerr's words) for almost a century. The board met 12 times per year and its finance committee (with full authority to act on behalf of
20292-567: The defender's culpa (i.e., fault). In any instance in which a pursuer (A) has suffered loss at the hands of the wrongful conduct of the defender (B), B is under a legal obligation to make reparation . If B's wrongdoing were intentional in the circumstances, or so reckless that an 'intention' may be constructively inferred (on the basis that culpa lata dolo aequiparatur - 'gross fault is the same as intentional wrongdoing'), then it follows axiomatically that B will be liable to repair any damage done to A's property, person or economic interest: 'wherever
20470-632: The development of the Accident Compensation Corporation to eliminate personal injury lawsuits, the tort system for medical malpractice was scrapped in New Zealand, both following recommendations from the Royal Commission in 1967 for 'no fault' compensation scheme (see The Woodhouse Report). In the case of the United States, a survey of trial lawyers identified several modern innovations that developed after
20648-412: The development of tort law has spurred lawmakers to create alternative solutions to disputes. For example, in some areas, workers' compensation laws arose as a legislative response to court rulings restricting the extent to which employees could sue their employers in respect of injuries sustained during employment. In other cases, legal commentary has led to the development of new causes of action outside
20826-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include
21004-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance
21182-405: The divergence of English and American tort law, including strict liability for products based on Greenman v. Yuba Power Products , the limitation of various immunities (e.g. sovereign immunity , charitable immunity ), comparative negligence , broader rules for admitting evidence, increased damages for emotional distress , and toxic torts and class action lawsuits. However, there has also been
21360-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it
21538-403: The following July 1. The vast majority of the Regents appointed by the governor historically have consisted of lawyers, politicians and businessmen. Over the past two decades, it has been common that UC Regents appointees have donated relatively large sums of money either directly to the governor's election campaigns or indirectly to party election groups. Administrative support is provided to
21716-498: The following sentence: "The general government and superintendence of the University shall vest in a Board of Regents, to be denominated the 'Regents of the University of California,' who shall become incorporated under the general laws of the State of California by that corporate name and style." The Organic Act described three groups of regents: six ex officio regents , eight appointed regents, and eight "honorary" regents. To expedite
21894-538: The formation of the university, the Organic Act authorized the governor to unilaterally select the eight appointed regents after the end of the current legislative session and allowed them to assume office immediately without the consent of the state senate . Governor Henry Huntly Haight announced his selections in May 1868. On May 23, a notice was published in the San Francisco Examiner of
22072-419: The fundamental criterion of reasonableness. They are another expression of the legal convictions of the society. Consent to injury, or Volenti non fit injuria , is a full defence; if successful, there is no delict. As a general defence, it can take two forms: There are five requirements for the defence of consent: Necessity is conduct directed at an innocent person as a result of duress or compulsion, or
22250-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in
22428-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in
22606-492: The government that infringe upon rights enshrined in the Constitution , as well as a system of absolute liability for businesses engaged in hazardous activity as outlined in the rule in M. C. Mehta v. Union of India . Similar to other common law jurisdictions, conduct which gives rise to a cause of action under tort law is additionally criminalised by the Indian Penal Code , which was originally enacted in 1860. As
22784-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of
22962-551: The history of torts has been critically reviewed. The 1928 US case of Palsgraf v. Long Island Railroad Co. heavily influenced the British judges in the 1932 House of Lords case of Donoghue v Stevenson . The United States has since been perceived as particularly prone to filing tort lawsuits even relative to other common law countries, although this perception has been criticised and debated. 20th century academics have identified that class actions were relatively uncommon outside of
23140-470: The infliction of emotional distress regardless of intention as an actionable wrong in matrimonial disputes, typically follow the English approach, although case law from both the United Kingdom and North America is frequently employed by judges ruling on cases in which damages for mental distress are sought. Both Scots and Roman-Dutch law are uncodified , scholarship -driven, and judge-made legal systems based on Roman law as historically applied in
23318-495: The intent requirement. Causation can be satisfied as long as the defendant was a substantial factor in causing the harm. "Nuisance" is traditionally used to describe an activity which is harmful or annoying to others such as indecent conduct or a rubbish heap. Nuisances either affect private individuals (private nuisance) or the general public (public nuisance). The claimant can sue for most acts that interfere with their use and enjoyment of their land. In English law, whether activity
23496-500: The investment of UC's endowment, and they supervise the making of contracts between UC and private companies. The structure and composition of the Board of Regents is laid out in the California Constitution , which establishes that the University of California is a "public trust" and that the regents are a "corporation" that has been granted the power to manage the trust on the public's behalf. The constitution grants
23674-468: The justification of self-defence when acting in the interests of another person, but it is possible to invoke the justification of private defence when acting in one's own interests. Conduct will be justified as an act in private defence or self-defence if it is The violence used in defence must not exceed what is reasonably necessary to avert the threatened danger: An act of necessity may be described as lawful conduct directed against an innocent person for
23852-408: The law of civil procedure , can open-endedly demand evidence from the other party or parties by means of discovery devices such as interrogatories , requests for production of documents , requests for admissions and depositions . Discovery can be obtained from non-parties using subpoenas . When a discovery request is objected to, the requesting party may seek the assistance of the court by filing
24030-642: The mainland. In areas administered by the Republic of China, the legislative basis of tort law is the Civil Code of the Republic of China whose legal system was modelled after the Japanese Six Codes system, which itself was primarily based on the German pandectist approach to law. In general, article 184 provides that a person who "intentionally or negligently" damages another person's rights
24208-407: The medieval period. As transportation improved and carriages became popular in the 18th and 19th centuries, however, collisions and carelessness became more prominent in court records. In general, scholars of England such as William Blackstone took a hostile view to litigation, and rules against champerty and maintenance and vexatious litigation existed. The right of victims to receive redress
24386-427: The members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out
24564-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of
24742-471: The next meeting of the regents). Another example is that until 1901, replacements for lost diplomas required the approval of the regents. At Kerr's encouragement, the Board of Regents cut down on the number of meetings, delegated powers and responsibilities to the university president and the campus chancellors, delegated more power to the Academic Senate, simplified the UC budget, and greatly reduced
24920-540: The operation of hazardous activity. This differs greatly from the English approach as it includes all kinds of resulting liability, rather than being limited to damage to land. In New Zealand, the tort system for the majority of personal injuries was scrapped with the establishment of the Accident Compensation Corporation , a universal system of no-fault insurance . The rationale underlying New Zealand's elimination of personal injury torts
25098-426: The organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with
25276-567: The organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of
25454-408: The overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by
25632-411: The person who commits the tortious act. Tort law can be contrasted with criminal law , which deals with criminal wrongs that are punishable by the state. While criminal law aims to punish individuals who commit crimes, tort law aims to compensate individuals who suffer harm as a result of the actions of others. Some wrongful acts, such as assault and battery , can result in both a civil lawsuit and
25810-539: The person's control. There was no liability for killing livestock, if the livestock was about to hurt someone. In contemporary China, however, there are four distinct legal systems in force, none of which are derived from classical Chinese law: Portuguese civil law in Macau, common law in Hong Kong, a German-style civil law system adopted by the Republic of China following Japan's model, and a primarily civil law system in
25988-423: The persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director
26166-427: The plaintiff is left better off than before the transaction. Since the economic loss rule would eliminate these benefits if applied strictly, there is an exception to allow the misrepresentation tort if not related to a contract. The remedies and defences available in common law jurisdictions are typically similar, deriving from judicial precedent with occasional legislative intervention. Compensation by way of damages
26344-591: The plaintiff must prove to establish negligence. In most common law jurisdictions, there are four elements to a negligence action: Some jurisdictions narrow the definition down to three elements: duty, breach and proximately caused harm. Some jurisdictions recognize five elements, duty, breach, actual cause, proximate cause, and damages. However, at their heart, the various definitions of what constitutes negligent conduct are very similar. Depending on jurisdiction, product liability cases such as those involving warranties may be considered negligence actions or fall under
26522-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of
26700-411: The precedent established in the English case of Rylands v Fletcher , upon which the Indian doctrine of absolute liability is based, anyone who in the course of "non-natural" use of his land "accumulates" thereon for his own purposes anything likely to cause mischief if it escapes is answerable for all direct damage thereby caused. While, in England and many other common law jurisdictions, this precedent
26878-506: The purpose of protecting an interest of the actor or of a third party (including the innocent person) against a dangerous situation, which may have arisen owing to the wrongful conduct of another or the behaviour of an animal, or through natural forces. Two types of emergency situations may be found: Civil and criminal law were not clearly delineated in Ancient Chinese law as they are in modern legal systems. Therefore, while Tort Law
27056-401: The pursuer, by demonstrating that the defender owed to them a 'duty of care' which they ultimately breached by failing to live up to the expected standard of care . If this can be shown, then the pursuer must also establish that the defender's failure to live up to the expected standard of care ultimately caused the loss (damnum) complained of. There is a distinction between defences aimed at
27234-422: The regents broad institutional autonomy , giving them "full powers of organization and government." According to article IX, section 9, subsection (a), "the regents are "subject only to such legislative control as may be necessary to insure the security of its funds and compliance with the terms of the endowments of the university". Section 11 of the Organic Act establishing the University of California begins with
27412-604: The role served by administrative courts in many civil law jurisdictions and much of the function of constitutional review in other jurisdictions, thereby functioning as a branch of administrative law rather than private law . Rather than developing principles of administrative fairness as a distinct branch of law as other common law jurisdictions have, Indian courts have thus extended tort law as it applies between private parties to address unlawful administrative and legislative action. Within Canada's common law provinces, there
27590-500: The same authority and privileges as the first two groups of regents; the term "honorary" referred only to their method of selection. As required by Section 11, the Board of Regents proceeded to form a corporation denominated the Regents of the University of California on June 12, 1868, and filed the certificate of incorporation on June 18, 1868 with the California Secretary of State . The corporation's official name today
27768-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies
27946-431: The state in order to maintain the rule of law: the investigative objective of discovery is the prerogative of the executive branch , and insofar as discovery may be able to facilitate the creation of new rights, that is the prerogative of the legislative branch . The availability of discovery in common law jurisdictions means that plaintiffs who, in other jurisdictions, would not have sufficient evidence upon which to file
28124-468: The term tort is generally used. The word 'tort' was first used in a legal context in the 1580s, although different words were used for similar concepts prior to this time. A person who commits a tortious act is called a tortfeasor. Although crimes may be torts, the cause of legal action in civil torts is not necessarily the result of criminal action. A victim of harm, commonly called the injured party or plaintiff , can recover their losses as damages in
28302-495: The test established in Anns v Merton LBC . In Singapore, the current leading case is Spandeck Engineering v Defence Science and Technology Agency , which builds on Anns by establishing a two step test comprising an analysis of proximate cause and public policy as a universal test, independent from the individual circumstances of a given case, for determining the existence of a duty of care. The Supreme Court of Canada established
28480-633: The tort law of a variety of jurisdictions in Asia and Africa. There is a more apparent split in tort law between the Commonwealth countries and the United States. Despite diverging from English common law in 1776, earlier than the other common law jurisdictions, United States tort law was influenced by English law and Blackstone's Commentaries , with several state constitutions specifically providing for redress for torts in addition to reception statutes which adopted English law. However, tort law globally
28658-441: The traditional common law torts. These are loosely grouped into quasi-torts or liability torts. The tort of negligence is a cause of action leading to relief designed to protect legal rights from actions which, although unintentional, nevertheless cause some form of legal harm to the plaintiff. In order to win an action for negligence, a plaintiff must prove: duty, breach of duty, causation, scope of liability, and damages. Further,
28836-481: The two remedies is that the aquilian action serves a compensatory function (i.e. providing economic damages to restore the plaintiff to their previous state) while the actio iniuriarum provides for non-economic damages aimed at providing solace to the plaintiff. In Roman-Dutch law (but not in Scots law), there is also a distinct action for pain and suffering relating to pain and suffering and psychiatric injury, which provides for non-economic damages similar to those under
29014-614: The university would no longer fund these dinners. The eighteen appointed regents are appointed by the governor of California to serve 12-year terms. The student regent is appointed by the board of regents to serve for a 2 year term, 1-year voting. Student Regent: The Ex officio regents serve on the board of regents by virtue of holding positions elsewhere. Ex officio regents: The following positions do not carry voting abilities or regent status. Regents-designate are non-voting participants who are scheduled to transition to full board membership at later date. Faculty Representatives to
29192-430: The use of non-economic damages caps and other tort reform measures. Apart from proof that there was no breach of duty (in other words, that a tortious act was not committed in the first place), there are three principal defences to tortious liability in common law jurisdictions: Discovery (or disclosure), a concept unique to common law jurisdictions, is a pre-trial procedure in a lawsuit in which each party, through
29370-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization
29548-499: The wronged person or their clan. Fines in the form of wīte ( lit. ' blame ' or ' fault ' ) were paid to the king or holder of a court for disturbances of public order, while the fine of weregild was imposed on those who committed murder with the intention of preventing blood feuds . Some wrongs in later law codes were botleas 'without remedy' (e.g. theft, open murder, arson, treason against one's lord), that is, unable to be compensated, and those convicted of
29726-438: The wrongfulness element and defences which serve to exclude fault . Grounds of justification may be described as circumstances which occur typically or regularly in practice, and which indicate conclusively that interference with a person's legally protected interests is reasonable and therefore lawful. They are practical examples of circumstances justifying a prima fade infringement of a recognised right or interest, according to
29904-406: Was an illegal nuisance depended upon the area and whether the activity was "for the benefit of the commonwealth", with richer areas subject to a greater expectation of cleanliness and quiet. The case Jones v Powell (1629) provides an early example, in which a person's professional papers were damaged by the vapors of a neighboring brewery. Although the outcome of this case is unclear, Whitelocke of
30082-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine
30260-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which
30438-445: Was imprisoned. It arose in local courts for slander , breach of contract , or interference with land, goods, or persons. Although the details of its exact origin are unclear, it became popular in royal courts so that in the 1250s the writ of trespass was created and made de cursu (available by right, not fee); however, it was restricted to interference with land and forcible breaches of the king's peace. It may have arisen either out of
30616-481: Was just as confusing in the 19th century as it is today. In an 1894 wrongful death case, the plaintiffs did not understand this; they sued 16 regents individually, which forced the Supreme Court of California to analyze Section 11 and the June 18, 1868 certificate to hold that the original members of the Board of Regents had properly formed a corporation as a legal entity distinct from themselves. Therefore,
30794-575: Was misinterpreted by English courts. The case of Ultramares Corporation v. Touche (1932) limited the liability of an auditor to known identified beneficiaries of the audit and this rule was widely applied in the United States until the 1960s. The Restatement (Second) of Torts expanded liability to "foreseeable" users rather than specifically identified "foreseen" users of the information, dramatically expanding liability and affecting professionals such as accountants, architects, attorneys, and surveyors . As of 1989, most U.S. jurisdictions follow either
30972-458: Was not a distinct area of law, concepts familiar to tort law were present in the criminal laws. However, by the late feudalism period, personal injury and property damage torts were mostly focused on compensation. The earliest "tort case" known from Ancient China is from the Zhou dynasty . During a famine one person robbed another's barn by sending his slave to steal the grain. He was sued and
31150-483: Was regarded by later English scholars as one of the rights of Englishmen . Blackstone's Commentaries on the Laws of England , which was published in the late 18th century, contained a volume on "private wrongs" as torts and even used the word tort in a few places. In contemporary common law jurisdictions, successful claimants in both tort and contract law must show that they have suffered foreseeable loss or harm as
31328-467: Was relatively unavailable. The English welfare state , which provides free healthcare to victims of injury, may explain the lower tendency towards personal injury lawsuits in England. A similar observation has also been made with regard to Australia . While Indian tort law is generally derived from English law , there are certain differences between the two systems. Indian tort law uniquely includes remedies for constitutional torts, which are actions by
31506-609: Was securing equality of treatment for victims regardless of whether or the extent to which they or any other party was at fault. This was the basis for much of Professor Patrick Atiyah 's scholarship as articulated in Accidents, Compensation and the Law (1970). Originally his proposal was the gradual abolition of tort actions, and its replacement with schemes like those for industrial injuries to cover for all illness, disability and disease, whether caused by people or nature. In addition to
31684-442: Was viewed as relatively undeveloped by the mid-19th century; the first American treatise on torts was published in the 1860s but the subject became particularly established when Oliver Wendell Holmes, Jr wrote on the subject in the 1880s. Holmes' writings have been described as the "first serious attempt in the common law world to give torts both a coherent structure and a distinctive substantive domain", although Holmes' summary of
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