Powers of Corporate Fiduciaries

  1. Law
  2. Georgia Code
  3. Wills, Trusts, and Administration of Estates
  4. Trusts
  5. Trustees' Duties and Powers
  6. Trustees' Powers
  7. Powers of Corporate Fiduciaries

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A corporate fiduciary, without authorization by the court, may exercise the power:

  1. To retain stock or other securities of its own issue received on the creation of the trust or later contributed to the trust, including the securities into which the securities originally received or contributed may be converted or which may be derived therefrom as a result of merger, consolidation, stock dividends, splits, liquidations, and similar procedures. The corporate fiduciary may exercise by purchase or otherwise any rights, warrants, or conversion features attaching to any such securities. The authority described in this paragraph shall:
    1. Apply to the exchange or conversion of stock or securities of the corporate fiduciary's own issue, whether or not any new stock or securities received in exchange therefor are substantially equivalent to those originally held;
    2. Apply to the continued retention of all new stock and securities resulting from merger, consolidation, stock dividends, splits, liquidations, and similar procedures and received by virtue of such conversion or exchange of stock or securities of the corporate fiduciary's own issue, whether or not the new stock or securities are substantially equivalent to those originally received by the fiduciary;
    3. Have reference, inter alia, to the exchange of such stock or securities for stock or securities of any holding company which owns stock or other interests in one or more other corporations, including the corporate fiduciary, whether the holding company is newly formed or already existing and whether or not any of the corporations own assets identical or similar to the assets of or carry on a business identical or similar to the corporation whose stock or securities were previously received by the fiduciary and the continued retention of stock or securities, or both, of the holding company; and
    4. Apply regardless of whether any of the corporations have officers, directors, employees, agents, or trustees in common with the corporation whose stock or securities were previously received by the fiduciary; and
  2. To borrow money from its own banking department for such periods of time and upon such terms and conditions as to rates, maturities, renewals, and security as the fiduciary shall deem advisable for the purpose of paying debts, taxes, or other charges against the estate or any trust or any part thereof, and to mortgage, pledge, or otherwise encumber such portion of the estate or any trust as may be required to secure the loan or loans; and to renew existing loans either as maker or endorser.

(Code 1981, §53-12-262, enacted by Ga. L. 2010, p. 579, § 1/SB 131.)

Law reviews.

- For note, "Trade Secrets and Confidential Information Under Georgia Law," see 19 Ga. L. Rev. 623 (1984).

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former O.C.G.A. § 53-12-232 of the 1991 Trust Act are included in the annotations for this Code section.

No excuse from fiduciary duties.

- Even if a will granted expanded powers to co-executors, the co-executors were not excused from their fiduciary duties. Bloodworth v. Bloodworth, 260 Ga. App. 466, 579 S.E.2d 858 (2003) (decided under former O.C.G.A. § 53-12-232).

Trustee could encumber trust corpus.

- Pursuant to former O.C.G.A. § 53-12-232 (see O.C.G.A. § 53-12-261), a trustee was permitted to encumber trust property, which consisted of the marital residence, up to 30% of its equity, because this permitted the widow to live in the marital residence rent-free and provided funds to pay expenses of the residence and the trustee as desired by the clear terms of the decedent's will. Martin v. Martin, 286 Ga. 69, 685 S.E.2d 288 (2009) (decided under former O.C.G.A. § 53-12-232).

Cited in Ray v. Nat'l Health Investors, Inc., 280 Ga. App. 44, 633 S.E.2d 388 (2006).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 108-1204, are included in the annotations for this Code section.

Power to vote shares not appearing in trust instrument.

- Power to vote shares may be granted to trustees without the matter appearing affirmatively in the trust instrument. 1981 Op. Att'y Gen. No. 81-92 (decided under former Code 1933, § 108-1204).

RESEARCH REFERENCES

ALR.

- Implication of right of life tenant to entrench upon or dispose of corpus from language relating to the extent of his dominion over the corpus, or the beneficial purpose of the provision for the life tenant, 31 A.L.R.3d 169.

Language of will or other trust instrument as implying right to invade principal on behalf of life beneficiary, 31 A.L.R.3d 309.

Propriety of considering beneficiary's other means under trust provision authorizing invasion of principal for beneficiary's support, 41 A.L.R.3d 255.


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