Corporate governance - Vigil
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May 1, 2020 9:20 AM
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Nuveen Previews 2020 Proxy Season: Environmental and Social Practices

Nuveen Previews 2020 Proxy Season: Environmental and Social Practices | Corporate governance - Vigil | Scoop.it

Companies recognize the importance of environmental and social (E&S) factors and are giving consideration to a broader group of stakeholders to help mitigate risk. However, new regulations bring uncertainty to the future of environmental, social and governance (ESG) proposals. The rapid spread of the coronavirus is roiling global markets and testing companies’ abilities to handle such a significant crisis. While many aspects of the current outbreak are certainly beyond issuer control, strong company ESG management plays an important role in mitigating downside risk and preserving long-term value. Conversely, poor ESG management could lead to greater negative impacts and a longer road to market recovery.

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April 30, 2020 10:40 AM
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SoftBank to write down WeWork by $6.6 billion, compounding portfolio misery - Reuters

SoftBank to write down WeWork by $6.6 billion, compounding portfolio misery - Reuters | Corporate governance - Vigil | Scoop.it

TOKYO (Reuters) - SoftBank Group Corp (9984.T) said it sees a loss of around 700 billion yen ($6.6 billion) for the year ended March on the portion of its WeWork investment held outside the Vision Fund, as the virus compounds woes at one of the firm’s biggest bets. The hit extends the group’s expected net loss to 900 billion yen as investments made via the $100 billion fund sour, with the latest writedown illustrating how the group is racing to keep pace with the deteriorating value of its portfolio. “Every writedown takes Wework’s carrying value closer to reality. Clearly the value is zero,” said Kirk Boodry, an analyst at Redex Holdings. SoftBank is embroiled in a legal dispute with directors at WeWork after backing out of a $3 billion tender offer agreed when it bailed out the office-sharing firm following a flopped IPO attempt last year.

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April 30, 2020 9:40 AM
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Statement on Emerging Market Investments Disclosure and Financial Reporting Risks

Over the past several decades, the portfolios of U.S. investors have become increasingly exposed to companies that are based in emerging markets [2] or that otherwise have significant operations in emerging markets. [3] This exposure includes investments in both U.S. issuers and foreign private issuers (“FPIs”) that are based in emerging markets or have significant operations in emerging markets. During this time, China has grown to be the largest emerging market economy and the world’s second largest economy. [4] The SEC’s mission is threefold: protect our investors, preserve market integrity and facilitate capital formation. Ensuring that investors and other market participants have access to high-quality, reliable disclosure, including financial reporting, is at the core of our efforts to promote each of those objectives. 

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April 30, 2020 9:28 AM
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The abrupt shift to remote agile teams | McKinsey

The abrupt shift to remote agile teams | McKinsey | Corporate governance - Vigil | Scoop.it

Agile teams traditionally excel when their members are co-located. Here’s how to ensure they’re effective now that COVID-19 has forced them to work remotely. As organizations adapt to the ongoing COVID-19 crisis, their agile teams can be a real source of competitive advantage. Such teams are typically well suited to periods of disruption, given their ability to adapt to fast-changing business priorities, disruptive technology, and digitization. But the abrupt shift to remote working in response to the coronavirus has challenged the typical approach to managing agile teams. Traditionally, such teams thrive when team members are co-located, with close-knit groups all working in the same place. Co-location allows frequent in-person contact, quickly builds trust, simplifies problem solving, encourages instant communication, and enables fast-paced decision making.

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April 30, 2020 9:21 AM
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Why Proxy Advice Might Be Slanted

In the last two decades, the proxy advice market has consolidated into two companies that some believe control as much as 97 percent of that market, leaving little diversity in available advice. The companies, ISS and Glass Lewis, are opaque about the bases for their recommendations, and critics accuse them of offering simplistic one-size-fits-all solutions that do not increase shareholder value. [1] Complicating matters, investors don’t always agree on what sort of advice they want, especially when it comes to social issues: Traditional funds and socially responsible investors (SRI) disagree about whether firms should sacrifice profit for social goals. All of this raises thorny questions about proxy advice: What constitutes a “good” recommendation, can advisory firms provide good advice – and why does their advice inspire so little confidence? In a new working paper, we propose a theoretical framework to address these questions, which leads to some troubling conclusions.
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April 30, 2020 9:15 AM
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Aimia reinvents itself as an investment firm with new executive team - The Globe and Mail

Aimia reinvents itself as an investment firm with new executive team - The Globe and Mail | Corporate governance - Vigil | Scoop.it

Aimia Inc. reinvented itself on Wednesday as an investment manager with a new executive team, ending two years of shareholder battles over the company’s strategy following the sale of its Aeroplan loyalty program. Montreal-based Aimia, a travel loyalty business, announced a series of transactions that will see the company acquire its largest shareholder, New York-based money manager Mittleman Brothers LLC, and merge its loyalty businesses with Waterloo, Ont.-based rival Kognitiv Corp. [...] Aimia named Philip Mittleman, chief executive officer of Mittleman Brothers, as its interim CEO, a position that is expected to become permanent once the acquisition of his privately owned firm closes. In a release on Wednesday, Aimia said its current CEO, Jeremy Rabe, “stepped down, effective immediately.” Mittleman Brothers owns 25 per cent of Aimia and supported the decision to hire Mr. Rabe two years ago, but the CEO and board of directors subsequently sparred publicly with the fund manager over its plans for the company.

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April 29, 2020 10:24 AM
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Investors Bet Giant Companies Will Dominate After Crisis - The New York Times

Investors Bet Giant Companies Will Dominate After Crisis - The New York Times | Corporate governance - Vigil | Scoop.it

An economic downturn almost always favors giants like Microsoft, Apple and Amazon, the country’s three most valuable companies. But the demand for their shares has only been amplified by a crisis that seems almost tailor-made for their future success. Even as analysts have trimmed expectations for all three companies’ quarterly earnings, which they’ll report this week, their stocks are climbing. Their combined value rose more than three-quarters of a trillion dollars since the recent market low — more than the cumulative gain of the bottom half of all stocks in the S&P 500. Investors are betting, in part, that the Covid-19 crisis accelerates the already growing power of America’s corporate colossuses.

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April 29, 2020 10:09 AM
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Tesla drops D&O insurance, board to rely on Elon Musk for legal costs - CNBC

Tesla drops D&O insurance, board to rely on Elon Musk for legal costs - CNBC | Corporate governance - Vigil | Scoop.it

Tesla said in a regulatory filing on Tuesday that rather than paying high premiums for it, the company would forego an important type of business insurance policy this year. The decision leaves current and future board members at Tesla reliant on CEO Elon Musk to pay for their legal defense and settlements in a range of high-stakes cases. [...] A professor of corporate governance at the University of Delaware, Charles Elson, doubted Tesla’s board members could be truly independent at this point. “Having the CEO provide D&O personally for the directors is highly problematic because it is meant to protect them from decisions they make about him, among other things. Usually D&O gives them an ability to make decisions without fear of personal liability when they act appropriately,” Elson said. “It’s just a bad idea, in my view.” 

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April 29, 2020 9:38 AM
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Follow in Icahn’s Footsteps to Survive This Recession

Follow in Icahn’s Footsteps to Survive This Recession | Corporate governance - Vigil | Scoop.it

Many investors are waiting on the sidelines for better opportunities to buy stocks. This list includes the likes of Warren Buffett (Trades, Portfolio) and Charlie Munger (Trades, Portfolio) as well, which has led to confusion among investors as stocks look cheaper than they were a few months ago. Carl Icahn (Trades, Portfolio), on the other hand, has given a clear indication to investors with his recent actions. The guru has a reputation for making bold moves, and the latest data suggests that he is living up to his reputation. [...] Despite the uncertainty surrounding the prospects for the global economy, American markets have continued to recover from the bottom reached on March 23. There was significant volatility, but the general direction has been positive in the last few weeks. However, Icahn says this optimism will not last long as the market is still overvalued. In an interview with Bloomberg, the guru said, “You cannot really justify the earnings multiple of 17. Short-term, you may have some big downdrafts.”

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April 29, 2020 9:15 AM
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Consumer data protection and privacy | McKinsey

Consumer data protection and privacy | McKinsey | Corporate governance - Vigil | Scoop.it

As consumers become more careful about sharing data, and regulators step up privacy requirements, leading companies are learning that data protection and privacy can create a business advantage. As consumers increasingly adopt digital technology, the data they generate create both an opportunity for enterprises to improve their consumer engagement and a responsibility to keep consumer data safe. These data, including location-tracking and other kinds of personally identifiable information, are immensely valuable to companies: many organizations, for example, use data to better understand the consumer’s pain points and unmet needs. These insights help to develop new products and services, as well as to personalize advertising and marketing (the total global value of digital advertising is now estimated at $300 billion).

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April 29, 2020 9:10 AM
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Wachtell Offers More on What to Say During Earnings Calls in Time of Covid-19

Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history.  How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet announced.  Investors, the SEC and other stakeholders are clamoring for insight into what this extraordinary pandemic means for individual businesses, the private sector and the Nation at large.  We believe that these upcoming earnings calls provide an opportunity for companies to show leadership and purpose by providing the critical insights that will help investors, analysts and other stakeholders grasp where the company stands today and what the future may hold for the business and the industry.

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April 28, 2020 11:30 AM
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Executive pay capped at private hospitals during NHS takeover | Business | The Guardian

Executive pay capped at private hospitals during NHS takeover | Business | The Guardian | Corporate governance - Vigil | Scoop.it

The government has capped pay for private hospital bosses and banned bonuses while their facilities are taken over by the NHS to help during the coronavirus crisis, in a rare example of demanding executive pay limits in return for emergency state support. Under a deal agreed last month, the government took over 8,000 private hospital beds, 20,000 nurses and 700 doctors “at cost” for at least 14 weeks, in what was described as a de facto bailout for the companies. The temporary takeover was designed to provide extra healthcare facilities during a time of national crisis, but has also provided financial relief to the private hospital companies and their shareholders. 

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April 28, 2020 10:30 AM
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Warren Buffett’s ’Woodstock for Capitalists’ to be held virtually this weekend, but without Charlie Munger

Warren Buffett’s ’Woodstock for Capitalists’ to be held virtually this weekend, but without Charlie Munger | Corporate governance - Vigil | Scoop.it

Warren Buffett’s Berkshire Hathaway Inc will hold a truncated virtual annual meeting on Saturday where its billionaire chairman will be present but his longtime Vice Chairman Charlie Munger will not. Berkshire said on Monday that Buffett, 89, and Vice Chairman Greg Abel, 57, will be physically present to answer shareholder questions at the afternoon meeting, but other directors including Munger and Vice Chairman Ajit Jain will be absent. The meeting is normally part of a weekend of festive events that draws more than 40,000 people to Omaha, Nebraska, where Berkshire is based, but the coronavirus pandemic forced Berkshire to scrap those events and keep shareholders away.

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April 30, 2020 10:52 AM
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How Blockchain Could Change Corporate Governance for the Better

There’s lots of talk in the blockchain space about how blockchain can be used to facilitate voting in the political sphere, but there is less talk on the very real and very impactful use case of voting in the realm of corporate governance. Shareholder franchise, the concept that shareholders have a right to participate in corporate decision-making, is at the core of corporate governance. Every year, shareholders are summoned to vote on important corporate agendas like election of new board of directors, modification of bylaws, approval of mergers, etc. [...] In 2017, at Procter & Gamble (P&G), Nelon Peltz wanted to compete for a seat on the company’s board. When the results came out, he lost. P&G claimed victory by 6 million votes out of 2 billion votes. Peltz challenged the outcome, and demanded a recount. A different vote tabulator was appointed and recounting was done. After recounting, Peltz turned out to be the victor by a margin of 42,780 votes.

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April 30, 2020 9:44 AM
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Companies bet on AI cameras to track social distancing, limit liability - Reuters

Companies bet on AI cameras to track social distancing, limit liability - Reuters | Corporate governance - Vigil | Scoop.it

OAKLAND, Calif. (Reuters) - Stores and workplaces eager to avoid spreading the novel coronavirus are equipping existing security cameras with artificial intelligence software that can track compliance with health guidelines including social distancing and mask-wearing. Several companies told Reuters the software will be crucial to staying open as concerns about COVID-19, the respiratory illness caused by the virus, persist around the world. It will allow them to show not only workers and customers, but also insurers and regulators, that they are monitoring and enforcing safe practices. “The last thing we want is for the governor to shut all our projects down because no one is behaving,” said Jen Suerth, vice president at Chicago-based Pepper Construction, which introduced software from SmartVid.io this month to detect workers grouping at an Oracle Corp project in Deerfield, Illinois.

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April 30, 2020 9:38 AM
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Predatory Value Extraction - Corpgov.net

Predatory Value Extraction - Corpgov.net | Corporate governance - Vigil | Scoop.it

Predatory Value Extraction: How the Looting of the Business Corporation Became the US Norm and How Sustainable Prosperity Can Be Restored, by William Lazonick and Jang-Sup Shin, chronicles how agency theory and ‘maximizing shareholder value’ (MSV) led to looting of publicly traded companies. As many of us sit home waiting out the COVID-19 pandemic, it is a good time to rethink the purpose of the corporation. Corporate governance needs revamped if we are to move from a model of value extraction, which accelerates wealth inequality, to one of value creation. [...] This is a “must read” book for anyone asking fundamental questions about how to build a future we can all feel proud to live in. 

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April 30, 2020 9:23 AM
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An executive primer on artificial general intelligence | McKinsey

An executive primer on artificial general intelligence | McKinsey | Corporate governance - Vigil | Scoop.it

While human-like artificial general intelligence may not be imminent, substantial advances may be possible in the coming years. Executives can prepare by recognizing the early signs of progress. Headlines sounding the alarms that artificial intelligence (AI) will lead humanity to a dystopian future seem to be everywhere. Prominent thought leaders, from Silicon Valley figures to legendary scientists, have warned that should AI evolve into artificial general intelligence (AGI)—AI that is as capable of learning intellectual tasks as humans are—civilization will be under serious threat. Few seeing these warnings, stories, and images could be blamed for believing that the arrival of AGI is imminent. Little surprise, then, that so many media stories and business presentations about machine learning are accompanied by unsettling illustrations featuring humanoid robots.

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April 30, 2020 9:20 AM
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The Pandemic’s Impact on Board Oversight of Enterprise Risk

One of the most significant corporate governance implications of the pandemic may be its impact on the role and function of a board’s enterprise risk committee. From one perspective, the pandemic may increase that committee’s significance, potentially putting it on a par with the audit committee. From a related perspective, it may prompt the board to contemplate how much oversight it expects from that committee. The catalyst for such change is grounded in six interconnected factors: (i) the broad-based creation of board committees focused on enterprise risk management (ERM); (ii) the nature and scope of the pandemic; (iii) second guessing of risk preparedness likely to emerge from the pandemic; (iv) evolution of the Caremark oversight standard over the past year; (v) the lessons on risk identification and disaster response that corporations are certain to take from the pandemic; and (vi) the relevance of former U.S. Secretary of Defense Donald Rumsfeld’s famous observations on risk preparedness.

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April 29, 2020 10:27 AM
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The Victoria’s Secret Contract That Anticipated a Pandemic - The New York Times

The Victoria’s Secret Contract That Anticipated a Pandemic - The New York Times | Corporate governance - Vigil | Scoop.it

It’s no wonder the buyout firm Sycamore Partners is trying to back out of its $525 million deal to buy a majority of Victoria’s Secret from struggling L Brands. Until now, the private equity firm has generated impressive returns for its investors and huge paydays for its executives even as its core retail businesses have been in precipitous decline. [...] “I’ve never seen a reference to a pandemic in that context,” said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, the state where the L Brands-Sycamore case is being litigated. “It’s going to be very tough for Sycamore to get out of that in Delaware. They read that, and they signed it.”

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April 29, 2020 10:13 AM
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Warren, Ocasio-Cortez propose halt to big mergers during coronavirus pandemic - NBC News

Warren, Ocasio-Cortez propose halt to big mergers during coronavirus pandemic - NBC News | Corporate governance - Vigil | Scoop.it

WASHINGTON — Sen. Elizabeth Warren, D-Mass., and Rep. Alexandria Ocasio-Cortez, D-N.Y., are teaming up on a proposal to halt mergers and acquisitions for large companies during the coronavirus pandemic, elevating a progressive cause as Democrats and apparent nominee Joe Biden craft the party's platform ahead of the 2020 election. The “Pandemic Anti-Monopoly Act” would impose a moratorium on mergers and acquisitions involving large companies until the Federal Trade Commission “determines that small businesses, workers, and consumers are no longer under severe financial distress,” according to a summary of the proposal reviewed by NBC News.

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April 29, 2020 9:52 AM
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World's richest are waiting for new dip in stocks before buying - BNN Bloomberg

World's richest are waiting for new dip in stocks before buying - BNN Bloomberg | Corporate governance - Vigil | Scoop.it

Market is going to need to 'take a breath and check itself': Morgan Stanley Wealth Management CIO. The majority of the world’s wealthiest investors are waiting for stocks to drop further before buying again, on concerns about the pandemic’s impact on the global economy, according to a poll by UBS Global Wealth Management. [...] High net-worth individuals are cautious on risk assets as 60 per cent say a global recession is highly likely to occur in the next 12 months, the April poll by UBS showed. Still, they remain largely positive about the long-term outlook.

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April 29, 2020 9:31 AM
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Companies Are Suspending Dividends at Fastest Pace in Years - WSJ

Companies Are Suspending Dividends at Fastest Pace in Years - WSJ | Corporate governance - Vigil | Scoop.it

Moves add up to savings of about $23 billion so far, according to S&P Dow Jones Indices. General Motors Co. suspended its dividend earlier this week, part of a raft of moves to keep the company afloat in the midst of the coronavirus pandemic. It is far from alone. More companies have suspended or canceled their dividends so far this year than in the previous 10 years combined, with companies scrambling to preserve cash as the coronavirus pandemic saps revenue. Through Tuesday, 83 U.S. companies and public investment funds, like real-estate investment trusts, have suspended or canceled their dividends, the highest number in data going back to 2001, according to S&P Global Market Intelligence. In the previous 10 years, 55 companies eliminated their dividends—payouts that companies make to shareholders as a reward for standing by them.

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April 29, 2020 9:11 AM
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Should Corporations Have a Purpose? 

Purpose is currently one of the hottest topics in corporate governance.  Commentators are demanding not only that corporations formally articulate a purpose, but that the corporate purpose embrace the interests of non-shareholder stakeholders or society more generally.  In August 2019, the Business Roundtable issued a new statement on the purpose of the corporation, which replaced its former support for shareholder primacy with the proposition that corporations be run “for the benefit of all stakeholders – customers, employees, suppliers, communities, and shareholders.”

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April 29, 2020 9:09 AM
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Why Many Small Companies Have So Far Missed Out on the Paycheck Protection Program

The Paycheck Protection Program (PPP) is a critical part of the CARES Act, which helps individuals and organizations ride out Covid-19’s initial damage to the U.S. economy. PPP provides for loans to small businesses, and Congress should focus on keeping money available and making it easier for small businesses without pre-existing bank relationships to get loans. [...] Instead, the PPP is beset by controversy. Big restaurant chains like Ruth’s Chris Steak House and Shake Shack were approved for millions of dollars in loans intended for small businesses. Though some of the chains are now renouncing the proceeds, the damage is done. Many small businesses were left waiting for loans that they could have gotten weeks earlier had the big chains not cut in line. How did this happen?

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April 28, 2020 10:53 AM
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What are the Duties and Responsibilities of Corporate Directors during the COVID-19 Crisis? - Lavery

By all accounts, the coronavirus pandemic and the measures implemented by the government have created a particularly difficult and delicate situation for almost all organizations. Despite this extraordinary situation, the general duties of directors (duty to comply with the law, duty of care and duty of loyalty or fiduciary duty) as required by the relevant laws of incorporation and by the Civil Code of Québec remain the same. However, in the current context, the directors of a legal person must greatly improve and intensify their thinking process and their actions, in order to ensure that they respect these duties and, in particular, to ensure that they act in the best interests of the legal person in question. 

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