Why is the use of direct marketing increasing faster than overall sales growth? (Meaning that it is likely becoming a larger part of the overall promotional budget spend).

PLEASE ANSWER IN PARAGRAPH FORM. THANK YOU! PLEASE DO NOT JUST COPY AND PASTE DIRECTLY FROM A WEB PAGE.

I wanna know if there are any examples of compliance with respect to clauses 4.1 - 4.4 of ISO 9001?

Search out for a case related to any business.

The Case must be decided (meaning decision is given by the court).

Summarize the Case and its decision.

Summarize in bullet form.

What would a group of investors like to hear from the presentation of a business proposal?

1. An effective supply chain system is of critical importance, especially to a manufacturing company operating in a highly competitive and trend-setting industry. Discuss Nike’s inventory management.

2. What is the importance of integrating new systems with legacy systems and processes in the organization for their effective functioning?

3. What benefits did the company expect to achieve by implementing a new supply chain system? and What are the risks involved in taking up projects of considerable magnitude without establishing effective control systems?

Inventory Problems at Nike

NI KE'S PROFITS FALL

In Febntary 2001, Phil Knight (Knight), the co-founder and CEO of Nike Inc (Nike), announced that the company's profits for the third quarter of the fiscal year ending May 2001 would fall short of expectations by almost 24 percen t. The reason for the shortfall was a failure in the supply chain software that Nike had implemented in June 2000. The supply chain software, implemented by i2 Technologies Inc (i2)4 had fa llen prey to technical glitches that affected the company's inventory systems adversely, leading to a supply chain failure. Resultantly, Nike's production facilities around the world ended up manufacturing a far greater number of a less popular shoe model and not enough of those models that were in high demand.

In the finger pointing that followed, Nike 's management laid the blame for the prob lem squarely at the door of i2. During a press meet, Knight compEained, "This is what we get for our $400 million, h uh?"5 On the other hand, i2 claimed that the mismatch was a result of Nike's haste in using the incomplete system and its unwillingness to use i2's standard systems and procedures. Regardless of who was to blame, Nike's reputation in the market took a beating. The company also lost considerable market share to rivals like New Balance6 and Reebok7• One of the leading sports goods companies in the world, Nike manufactured high quality athletic shoes for a variety of sports including baseba ll, athletics, golf, tennis, volleyball and wrestling. In addition to footwear (which accounted for almost 60 percent of the company's sales), Nike also manu factured fitness equipment, apparel and accessory products. The company's products were sold in over 140 countries around the world . Headquartered in Beaverton, in the state of Oregon, Nike had production facilities scattered around the world and had a complicated supply chain system that extended from Nike factories in developing count1ies in Asia to uptown stores in the US and other parts of the developed world.

BACKGROUND NOTE

The future co-founders of Nike met in 1957, when Knight was an undergraduate student and middle-distance athlete at the University of Oregon (which was known for having the best trnck program in the country) and Bi ll Bowerman (Bowerman), the athletics coach. In the early 1960s, when Knight was doing his MBA at Stanford University, he submitted his marketing research dissertation on the US shoe man ufactiiring indusirry. His assertion was that low cost, high quality running shoes could be imported from labor-rich Asian count1ies like Japan and sold in the US to end Germany's domination in the industry.

In 1962, while on a world tour, Knight met the management of the Onitsuka Company (Onitsuka) of Japan, which manufactmed high quality athletic shoes under the brand name ;Tiger'. He airnnged for these shoes to be imported to th e US for sale under the name 'Blue Ribbon Shoes' (BRS). (When the management of Onitsu ka asked him about which company he represented, he thought up this name. BRS became the forerunner of Nike). ln late 1963, Knight received his first shipment of 200 Tiger shoes. In 1964, Knight and Bowerman formed a partnership, with each of them cont1ibutin g $500, and BRS formall y came into being. The first shoes were sold from the basement of Knight's house and the backs of trucks and cars at local track events. The a.th letes wbo wore the shoes were asked for feedback to improve future shoe designs. By the end of 1964, BRS had sold 1300 pairs of shoes and generated $.8000 in revenues.

In 1965, the paitners hired Jeff Jobnson (Johnsoo), the first full time employee of BRS. Johnson was formerly a salesperson for Adidas shoes8 bn 1966, Johnson helped open the first exclusive BRS store in California. Sales of the shoes grew and in 1969, Knight resigned from his job as a professor at the Portland University and devoted himself to BRS full time. By the end of the 1960s, BRS had 20 full time employees and several retail stores.

By 1971, BRS staited manu facturing its own line of athletic shoes in addition to selling Tiger shoes. For the new line of shoes, Johnson thought up the name Nike9• Carolyn Davidson, an acquaintance of Knight, designed the 'Swoosh ' symbol, which was a graphic representation of the wing of Goddess Nike (Refer Exhibit-I). In ret11m for what became one of the most recognized symbols in adve1tising, Knight paid her $35.

The first shoe with the Swoosh logo came out in early 1972. In the same year, following distribution differences, BRS patted ways with Onitsuka and from then BRS only sold shoes manu factured under the Nike brand. T-shirts, wiith the Nike name and logo printed across them were introduced at the Pre-Olympic trials in 1972, marking the beginning of the company's foray into the apparel business.1n the same year, BRS also introduced the ';Futures" booking program , which allowed production forecasters to "make to order" and pre-finance while reducing risks of over inventory . Knight was one of the first businesspersons to allow retailers to pre-order inventory. This was a revolutionaiy business decision that soon became standard among other businesses.

During the first halfof the 1970s, sales of Nike shoes grew from $10 million to $270 million . The growth was facilitated by the creation of revolutionruy shoe designs like the waffle sole and the air cushioned sole system, known as Nike Air. DUJin.g the 1970s, BRS opened production faci lities in Taiwan and Korea. Sales in other pmts of the world, like Europe, Australia and Asia also increased. In 1978, BRS officially changed its name to Nike Inc, in keeping with the populaiity of its brand . Nike rapidly expanded its product line during the 1970s and early 1980s and in b·od uced a wide variety of shoes for different spo1ts. Models such as Nike-Air and Air Force I for basketba ll, and the Nike-Air and Air Ace shoes for tennis were introduced over the years. (By the early 1980s, the company had over 200 shoe models in its prod uct line).

In 1980, Nike went for a public issue of 2 million shares of common stock. It also opened a Spo1ts Research and Development Lab in Exeter, New Hampshire, US. By 1981, Nike shoes were manu factured in 1 1 coLmtJies around the worldl, and the company employed more than 3000 people. In the same year, Nike International Ltd. was formed to serve a growing overseas market. At the Olympics in 1984, 58 Nike-sponsored athletes from around the world won 65 medals in all, generating immense publicity for the company.

In 1985, the company signed a contract with Michael Jordan, an NBA 10 player for the Chicago Bu lls11 who went on to become one of the most successful celebrities ever to endorse Nike.Nike introduced a range of shoes called 'Air Jordan', named after the player. In 1986, the revenues of th e company crossed the one bi llion dollar mark for the first time. In 1987, Nike introduced the first cross-training shoe, which could be used for mnning as well as indoor sports. In 1988, Nike adopted a new punch-line which said "Just Do It". A series of advertising campaigns highlighting the new punch-line were made.

By 1991, Nike had become the world's first sports and fitness-equipment company to sw·pass $3 billion in total revenues. The year J 992 saw the opening of the first Niketown in Chicago. Niketown was a specialized store showcasing the different products developed by Nike over the years. Nike Asia was fot1'l'led in 1997. In 1999, tbe company embarked on a huge IT project to implement a new supply chain system and several new applications in Customer Relations Management (CRM). The new system experienced teething troubles, causing Nike to experience some problems in the fiscal year ended May 200 I. However, the company made necessaiy modifications to bounce back and regain its position as tbe number one sports goods manufacturer in the world. In the fiscal year ended May 2003, Nike's revenues exceeded $ 10 billion . (Refer Exhibit-II for Income Statement).

NEW SYSTEM'S TEETHING TROUBLE S

Nike built its original demand management system in the mid-1980s, as it moved towards becoming the number one sports shoes retailer ii n tbe world. During that period, Nike had also b·emendous ly increased the number of its man u fact11ring units around the world. The demand management system was designed and implemented by over one hundred information specialists within the company.This system was designed to run the Futures program inhuduced by Nike in the 1970s, which was supposed to help Nike manage invento1y more effectively. Under this system, Nike's retail partners placed orders with the company six months before the required delive1y date.These orders were then forwarded to the manufactu1ing units around the world .

The system worked well enough in the initial years. However, as Nike grew, it found that the system was not equipped to deal with the increasingly complicated operations. The number and complexity of orders began increasing at a very fast pace and the length of the product line also increased tremendously. Manufacturing of products also became very com plicated and some of the populru·models like the A ir Jordan sneaker requi red over 130 individual steps to manufacture. ln the meantime, the company had also entered into conh·acts with several new manufacturers, all of whom had to be incorporated into the system . To deal witb the increased scope of operations, the system was constantly modified over the years by Nike's in-house technicians.The programmers made thousands of adjustments to accommodate busier manufactuiing schedules, tighter shipping dates, and growth in the consumer list. These constant adjustments made the system more complicated and susceptible to breakdown. "It's been modified thousands and thousands of times. These Little arcane changes had to create seiious prob lems as Nike moved to a whole new system,"said one former employee of Nike12•

In 1999, Nike embarked on an IT project that involved the creation of a new supply chain system that was more suitable to the requirements at hand . The IT overhaul was designed to sb·eamline communications with buyers and suppliers and lower operating costs. The supply chain project was clubbed with CRM applications that would help take orders from customers and other systems of inventory management. The company expected the new supply chain system to reduce orde1to delivery time by about 50 percent. Nike contracted i2, to install the main system, and SAP AG and Siebel Systems Inc. for the other CRM applications. The enti re project, which was to take five years to complete, was estimated to cost $400 million, of which the price of i2's software was $40 million. In implementing the system however, Nike refused to use the templates and methodology developed by i2, prefeffing instead to customize the system to match its existing demand management software. Therefore, the new system was customized to accommodate the eccenh·icities of the oiiginal system . This customization and modification slowed down the new application considerably and made it more complicated to use. A nalysts said that these modifications resulted in users waiting as long as ;three minutes for a single screen to load.

In addition to this, increased employee turnover also harmed the project. For instance, the CIO involved in the decision to initiate the supply-chafo renovation left the company before the system was properly installed.The company also did not use third patty integrators to help implement the software and bad trouble integrating the new system with the company's processes and with the SAP software being implemented simultaneously.

In 2000, when the project was only a year old, Nike began using it to send orders to its manufacturers in the Far East. However, because the system was not completely developed, the glitches led Nike to overestimate demand for some shoes while underestimating demand for others, creating major invento1y problems.The system sent flawed data to the manufachJrers in the Far East, causing some of them to receive double orders for the same shoes and not enough orders for other, sometimes more popular models. "The solution wasn't stable at the time they slatted using it,"said Katrina Roche (Roche), i2's chief marketing officer13

By late 2000, it was discovered that Nike's manufoctu1ing units were producing too many shoes of ce1tain models and not enough of others. Therefore, the com pany was also not in a position to meet retailers' demands for some fast selling models. Nike and i2 staffers soon tracked down the problems and developed ways to get around them,either by changing operational procedures or by writing new softwa re. However, by the time the problems were tracked and rectified, it was too late and Nike found itself with serious inventory problems on ha nd. In early 200 I, Nike warned that "complications"caused by the implementation of the i2 software had led to product sho1tages and excesses as well as late deliveiies. Soon after that,Nike posted a profit of $ 97 million for the third quaiter ending in Februruy.This was almost 24 percent lower than what was estimated earlier.The prices of Nike shru·es also fell shru"Ply, sending investors into frenzy.

THE CONSEQUENCES OF THE BREAK DOWN

The breakdown of the new system had several adverse consequences on Nike. It u pset the supply chain system and caused the company to be bogged down by a large number of unpopular models, while not having enough of the popular ones. Not being able to cater to the market demands, Nike's reputation suffered and it lost considerable market share to rivals like New Balance and Reebok. New Balance especially gained on Nike in market share. In retail-dollar sneaker sales, New Balance went from less than four percent market share in the first quarter of 1999 to over nine percent in the same quarter of 2000. During that period, Nike's share dropped from over 48 percent to about 39 percent. (Refer Exhibit-Ill). "For some reasoa, Nike took its eye off styling content and, when added with these inventory problems, that has cost the company not only market share but valuable shelf space,"said Wells Fargo Van Kasper analyst John Shanley.14

The huge number of unpopular models manufachtred had to be sold at highly discounted prices, resulting in a decline in profits for the company. When the scarcity of popular models was discovered, the company had to get them manufactured very rapidly and ship them to retailers to meet at least part of the demand.Consequently, the company incurred additional shipping costs as it had to airfreight the shoes at a cost of $4 to $8 a pair compared with about 75 cents by sea. The liq uidation of the excess inventory took Nike six to eight months. The delay in shipping the shoes also soured relations between Nike and several of its major retailers. Footlocker, the biggest retailer of Nike shoes in the US, reduced the shelf space allotted to Nike in all its stores. fn addition, it also began selling several Nike shoes at less than half the marked price to liq uidate excess slow moving inventory soon after the suppl y chain fiasco. Footlocker also entered into several lucrative contracts with Nike's rival New Balance.

Nike laid the blame on i2 saying that the company failed to provide quali ty service. The supply­ chain software was supposed to reduce the amount of rubber, canvas and other materials that Nike needed to produce its shoes. It was also supposed lo help Nike bui lt more of the shoes customers wanted and fewer of the ones they did not. Paradoxically , Nike was left with far too many of the wrong shoes and not nearly enough pairs of its hottest sellers. Nike maintained that i2 did not deliver the functionality that it promised to deliver and that the defective software provided by the company was entirely to blame for the delivery of wrong orders that led to the under­ manufacturing of some models and the over-manufacturing of others. Officia ls at i2, however, said that Nike did not implement the software properly.They claimed that the applications generated bad data because Nike refused to use standard templates and modified the applications in an indiscriminating manner. "We recommend that customers follow our guidelines for implementa.tion--we have a specific methodology and templates for customers to use--but Nike chose not to use our implementation methodology," said Roche.15

Analysts opined that another important reason for the failure was that neither Nike nor i2 brought in a third-party integrator.The Nike supply planning application had replaced an older application that did not meet the requirements any longer. However, the application was implemented in a h urry by the Nike staffers and the i2 consultants. Neither Nike nor i2 thought of using a third-party integrator to adapt the systems to the organizational processes . Analysts felt that using a third­ party integrator was of critical importance, especially in large scale projects like the one at Nike. A neutral third-pa1ty perspective from an integrator would have exposed flaws in the project, which might have been overlooked by people closely involved with it. Analysts also felt that both Nike and i2 moved too fast without taking the appropiiate cautionary measures. They also did not test the system, which would have revealed the glitches at a much earlier stage. Fwther, Nike extended the new system to its thousands of dispersed suppliers and dish·ibutors simultaneously. Analysts felt that a piecemeal implementation of the system would have reduced the magnitude of the problem considerably.

Another problem was that Nike implemented two major projects simultaneously. Both projects (supply chain and CRM) were company-wide initiatives and had to cover the large number of suppliers and customers who interacted with Nike. Each project by itself would have been difficult to implement, but Nike took u p both of them simultaneously, creating unnecessary complications for itself in the bargain .i2 was also relatively inexpeiienced in providing .supply chain software for the apparel industry . It had earlier worked with Dell Com puter Corporation '6, 3M 17, and other manufacturers and helped them garner considerable cost savings. However, Nike was the first apparel compa ny that it worked with, therefore, it was not prepared to dea.I with the dynamics of the apparel indust1y."The biggest lesson we learned was that we need to have more communication with the customer before we begin designing the supply-chain software," said Pallab Chatterjee, president of solutions operations at i2."We're su pply-chain experts, not shoe experts."18 Piene Mitchell, an analyst at AMR Research, suggested that the blame rested partly with Nike's control systems. "Phil Knight makes it sound like it's a surpiise to him," he said. "If he doesn't have checkpoints for these kinds of projects, i f be doesn't know where $400 million of his company's money is going, then he doesn't have control of his company."19

CONCLUSION

Both, N ike and i2 came out the worse for the supply chain failure.Analysts felt that, the negative publicity and the washing of dirty linen in pu blic affected both companies even more adversely than the monetary losses and the production complications.However, Nike continued to work with i2 on the five-year long project and by the end of 2003 (the proj ect was to end in mid-2004), had made considerable progress. ln September 2003, the company announced that its ability to closely monitor the movement of goods from raw materials through factories to retailers was fina lly paying off.

By 2003, Nike had managed to reduce its inventory levels and boosted gross margins and profits. In the quarter ending August 2003, the company obtained gross margins of 43 percent, which was up from 41 percent in the same quaiter the previous fiscal. The implementation of the new system also helped Nike streamline its orders for footwear. According to a report by BusinessWeek, a leading business magazine, before the new system was implemented, about 30 percent of the total volume of Nike's footwear orders was based on speculation and guesswork. By the end of 2003, when the system was over 75 percent complete, the orders based on speculation had reduced to just three percent. The futures orders had also in.creased by 10 percent over the previous year in mid-2003.Analysts expected Nike to benefit fu1ther after the project was fully functional.

Please choose a podcast or video. Give the URL for it as well as a written summary of it and what you took from it. The summary should be at least a half-page and can be bulleted points if desired, about ethics in work

You are working on a project to install 200 new computers for your department. Your sponsor is the CTO (Chief Technology Officer). Although the CTO is your key stakeholder, you know that many other individuals will affect the success or failure of your project. This is the first time you have worked with this CTO, and you have heard that he often changes his mind about the requirements and due date. In fact, you heard that a PM who failed to meet the project deadline was fired by the CTO. On your way to the weekly status meeting with the CTO, you run into a colleague who tells you that the best way to handle the CTO is to avoid confronting him. If the CTO tells you to do 10 push-ups, you do 10 push-ups. If he asks for coffee, do not forget the cream and sugar. In other words, the “Yes-Man” approach works best. You may not like what you hear from the CTO, but at least you will keep your job. In fact, your colleague tells you that the CTO often promotes people who agree with him. Of course, you know what happens to those who fail to follow his recommendations. BBA 4126, Project Planning 3 Provide your response to the following questions: ·

Who are your stakeholders? · How do you plan to communicate with your stakeholders? · You schedule a meeting with managers from the impacted departments, and only seven of the 13 you invited show up to discuss the project. What does this tell you about the potential success of the project? · Because of your failure to coordinate with a vendor, the equipment will arrive 42 days late. How will you notify the sponsor of your serious error? · Your CTO informs you that the deliverable date is now two months earlier. You know what happened to the last PM. How do you handle that new requirement?

How would you go about raising capital to host a sporting event in your area? Please use specific examples, ideas, or personal experiences.

CASE:

In re The Walt Disney Co. Derivative Litigation

907 A.2d 693 (Del. Ch. 2005)

JACOBS, Justice:

[The Walt Disney Company hired Ovitz as its executive president and as a board member for five years after lengthy compensation negotiations. The negotiations regarding Ovitz’s compensation were conducted predominantly by Eisner and two of the members of the compensation committee (a four-member panel). The terms of Ovitz’s compensation were then presented to the full board. In a meeting lasting around one hour, where a variety of topics were discussed, the board approved Ovitz’s compensation after reviewing only a term sheet rather than the full contract. Ovitz’s time at Disney was tumultuous and short-lived.]…In December 1996, only fourteen months after he commenced employment, Ovitz was terminated without cause, resulting in a severance payout to Ovitz valued at approximately $ 130 million. [Disney shareholders then filed derivative actions on behalf of Disney against Ovitz and the directors of Disney at the time of the events complained of (the “Disney defendants”), claiming that the $130 million severance payout was the product of fiduciary duty and contractual breaches by Ovitz and of breaches of fiduciary duty by the Disney defendants and a waste of assets. The Chancellor found in favor of the defendants. The plaintiff appealed.]

We next turn to the claims of error that relate to the Disney defendants. Those claims are subdivisible into two groups: (A) claims arising out of the approval of the OEA [Ovitz employment agreement] and of Ovitz’s election as President; and (B) claims arising out of the NFT [nonfault termination] severance payment to Ovitz upon his termination. We address separately those two categories and the issues that they generate.…

…[The due care] argument is best understood against the backdrop of the presumptions that cloak director action being reviewed under the business judgment standard. Our law presumes that “in making a business decision the directors of a corporation acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company.” Those presumptions can be rebutted if the plaintiff shows that the directors breached their fiduciary duty of care or of loyalty or acted in bad faith. If that is shown, the burden then shifts to the director defendants to demonstrate that the challenged act or transaction was entirely fair to the corporation and its shareholders.…

The appellants’ first claim is that the Chancellor erroneously (i) failed to make a “threshold determination” of gross negligence, and (ii) “conflated” the appellants’ burden to rebut the business judgment presumptions, with an analysis of whether the directors’ conduct fell within the 8 Del. C. § 102(b)(7) provision that precludes exculpation of directors from monetary liability “for acts or omissions not in good faith.” The argument runs as follows: Emerald Partners v. Berlin required the Chancellor first to determine whether the business judgment rule presumptions were rebutted based upon a showing that the board violated its duty of care, i.e., acted with gross negligence. If gross negligence were established, the burden would shift to the directors to establish that the OEA was entirely fair. Only if the directors failed to meet that burden could the trial court then address the directors’ Section 102(b)(7) exculpation defense, including the statutory exception for acts not in good faith.

This argument lacks merit. To make the argument the appellants must ignore the distinction between (i) a determination of bad faith for the threshold purpose of rebutting the business judgment rule presumptions, and (ii) a bad faith determination for purposes of evaluating the availability of charter-authorized exculpation from monetary damage liability after liability has been established. Our law clearly permits a judicial assessment of director good faith for that former purpose. Nothing in Emerald Partners requires the Court of Chancery to consider only evidence of lack of due care (i.e. gross negligence) in determining whether the business judgment rule presumptions have been rebutted.…

The appellants argue that the Disney directors breached their duty of care by failing to inform themselves of all material information reasonably available with respect to Ovitz’s employment agreement.…[but the] only properly reviewable action of the entire board was its decision to elect Ovitz as Disney’s President. In that context the sole issue, as the Chancellor properly held, is “whether [the remaining members of the old board] properly exercised their business judgment and acted in accordance with their fiduciary duties when they elected Ovitz to the Company’s presidency.” The Chancellor determined that in electing Ovitz, the directors were informed of all information reasonably available and, thus, were not grossly negligent. We agree.

…[The court turns to good faith.] The Court of Chancery held that the business judgment rule presumptions protected the decisions of the compensation committee and the remaining Disney directors, not only because they had acted with due care but also because they had not acted in bad faith. That latter ruling, the appellants claim, was reversible error because the Chancellor formulated and then applied an incorrect definition of bad faith.

…Their argument runs as follows: under the Chancellor’s 2003 definition of bad faith, the directors must have “consciously and intentionally disregarded their responsibilities, adopting a ‘we don’t care about the risks’ attitude concerning a material corporate decision.” Under the 2003 formulation, appellants say, “directors violate their duty of good faith if they are making material decisions without adequate information and without adequate deliberation[,]” but under the 2005 post-trial definition, bad faith requires proof of a subjective bad motive or intent. This definitional change, it is claimed, was procedurally prejudicial because appellants relied on the 2003 definition in presenting their evidence of bad faith at the trial.…

Second, the appellants claim that the Chancellor’s post-trial definition of bad faith is erroneous substantively. They argue that the 2003 formulation was (and is) the correct definition, because it is “logically tied to board decision-making under the duty of care.” The post-trial formulation, on the other hand, “wrongly incorporated substantive elements regarding the rationality of the decisions under review rather than being constrained, as in a due care analysis, to strictly procedural criteria.” We conclude that both arguments must fail.

The appellants’ first argument—that there is a real, significant difference between the Chancellor’s pre-trial and post-trial definitions of bad faith—is plainly wrong. We perceive no substantive difference between the Court of Chancery’s 2003 definition of bad faith—a “conscious and intentional disregard [of] responsibilities, adopting a we don’t care about the risks’ attitude…”—and its 2005 post-trial definition—an “intentional dereliction of duty, a conscious disregard for one’s responsibilities.” Both formulations express the same concept, although in slightly different language.

The most telling evidence that there is no substantive difference between the two formulations is that the appellants are forced to contrive a difference. Appellants assert that under the 2003 formulation, “directors violate their duty of good faith if they are making material decisions without adequate information and without adequate deliberation.” For that ipse dixit they cite no legal authority. That comes as no surprise because their verbal effort to collapse the duty to act in good faith into the duty to act with due care, is not unlike putting a rabbit into the proverbial hat and then blaming the trial judge for making the insertion.

…The precise question is whether the Chancellor’s articulated standard for bad faith corporate fiduciary conduct—intentional dereliction of duty, a conscious disregard for one’s responsibilities—is legally correct. In approaching that question, we note that the Chancellor characterized that definition as “an appropriate (although not the only) standard for determining whether fiduciaries have acted in good faith.” That observation is accurate and helpful, because as a matter of simple logic, at least three different categories of fiduciary behavior are candidates for the “bad faith” pejorative label.

The first category involves so-called “subjective bad faith,” that is, fiduciary conduct motivated by an actual intent to do harm. That such conduct constitutes classic, quintessential bad faith is a proposition so well accepted in the liturgy of fiduciary law that it borders on axiomatic.…The second category of conduct, which is at the opposite end of the spectrum, involves lack of due care—that is, fiduciary action taken solely by reason of gross negligence and without any malevolent intent. In this case, appellants assert claims of gross negligence to establish breaches not only of director due care but also of the directors’ duty to act in good faith. Although the Chancellor found, and we agree, that the appellants failed to establish gross negligence, to afford guidance we address the issue of whether gross negligence (including a failure to inform one’s self of available material facts), without more, can also constitute bad faith. The answer is clearly no.

…”issues of good faith are (to a certain degree) inseparably and necessarily intertwined with the duties of care and loyalty.…” But, in the pragmatic, conduct-regulating legal realm which calls for more precise conceptual line drawing, the answer is that grossly negligent conduct, without more, does not and cannot constitute a breach of the fiduciary duty to act in good faith. The conduct that is the subject of due care may overlap with the conduct that comes within the rubric of good faith in a psychological sense, but from a legal standpoint those duties are and must remain quite distinct.…

The Delaware General Assembly has addressed the distinction between bad faith and a failure to exercise due care (i.e., gross negligence) in two separate contexts. The first is Section 102(b)(7) of the DGCL, which authorizes Delaware corporations, by a provision in the certificate of incorporation, to exculpate their directors from monetary damage liability for a breach of the duty of care. That exculpatory provision affords significant protection to directors of Delaware corporations. The statute carves out several exceptions, however, including most relevantly, “for acts or omissions not in good faith.…” Thus, a corporation can exculpate its directors from monetary liability for a breach of the duty of care, but not for conduct that is not in good faith. To adopt a definition of bad faith that would cause a violation of the duty of care automatically to become an act or omission “not in good faith,” would eviscerate the protections accorded to directors by the General Assembly’s adoption of Section 102(b)(7).

A second legislative recognition of the distinction between fiduciary conduct that is grossly negligent and conduct that is not in good faith, is Delaware’s indemnification statute, found at 8 Del. C. § 145. To oversimplify, subsections (a) and (b) of that statute permit a corporation to indemnify (inter alia) any person who is or was a director, officer, employee or agent of the corporation against expenses…where (among other things): (i) that person is, was, or is threatened to be made a party to that action, suit or proceeding, and (ii) that person “acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.…” Thus, under Delaware statutory law a director or officer of a corporation can be indemnified for liability (and litigation expenses) incurred by reason of a violation of the duty of care, but not for a violation of the duty to act in good faith.

QUESTION:   
i. How did the court view the plaintiff’s argument that the Chancellor had developed two different types of bad faith? Why?
ii. What two statutory provisions has the Delaware General Assembly passed that address the distinction between bad faith and a failure to exercise due care (i.e., gross negligence)? Why are they important?

Moshi Looks to Popularize Fusion Fare in Dubai

Sandeep Puri, Kirti Khanzode, and Rahul Jain

McDonalds in the early Kroc years. What was the value proposition offered by McDonalds? What brought customers (repeatedly) in the door? What did the SWOT analysis look like at this time? McDonalds in the Skinner years (c, 2003) Had the value proposition changed? How does a SWOT analysis look different? What do those changes suggest about the need to adapt? McDonalds (2017) How does a SWOT analysis look different? What do those changes suggest about the needing to constantly challenge your value propositions for your targeted markets?

With regards to a publicity campaign on plastic drink bottles. Answer question 1

Q1. Elements and structure of the campaign (what communication methods will be implemented and sequence in which communications methods will be delivered)

In looking to hire a new salespersons what individual variables or experiences are most predictive of success in the sales role? PLEASE ANSWER IN PARAGRAPH FORM. THANK YOU!!

Write a performance review for someone who is not a great performar at your workplace. Select six criterias to assess and use a scale of Needs Improvement, Meet Job Requirement, Exceeds Job Requirment, and Outstanding.