Wednesday, September 02, 2015 8:29:50 PM
If Chapin knew Uhlander was a fraud, informed JJ as much, and took NO action when JJ proceeded to advance the ill-fated JV with the criminal, wasting a year in the process, then Chapin completely failed fulfilling his fiduciary duties, which, as any attorney needn't be reminded, is to the company and its stockholders.
Chapin's failure to redress JJ and to inform stockholders of the bad news with respect to Uhlander would clearly violate the basic standards of GOOD FAITH and DUE CARE, inherent in any for-profit company board member's essential responsibilities.
I don't know about you, but I think I'm more comfortable concluding that Chapin was completely clueless rather than totally negligent carrying out his duties.
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