Agent’s Knowledge in an Era of Corporate Restructuring: Imputation, Liability and Protection

Agency -- Business Organizations Law

Agents of partnerships and corporations often acquire important and secret incoming and outgoing information. Protecting this information becomes especially critical during corporate restructuring. In this paper, the author reviews current agency law, fiduciary duties, liability, and mechanisms utilized by companies to prevent the disclosure of confidential information and discusses the inadequacies of these traditional protections in current business realities. Specific examples of disclosing confidential information and trade secrets are provided. Also, the author critiques both long-term measures, such as improvement of the structural reorganization process and the development of a new business ethic, as well as short-term methods, like the improvement of internal communication methods and the control of legal agreements, which address the inadequacies traditional protections to protect information during corporate restructuring.