VGTel Inc (VGTL)

[JonnyBGood]

The following are the 5 fiduciary duties of the officers of the corporation:

1.) Fiduciary Duty of Obedience
2.) Fiduciary Duty of Loyalty
3.) Fiduciary Duty of Care
4.) Fiduciary Duty of Good Faith and Fair Dealing
5.) Fiduciary Duty of Disclosure

Obviously, the 5th one, Duty of Disclosure is what interests us.
Candor in business discussion is important between officers, directors, and shareholders so that they may assess material risks and make informed decisions. Full and fair disclosure of material facts is essential before seeking board or stockholder approval of major corporate business transactions, such as a mergers with or acquisitions of other companies. As part of their duties of loyalty and care, officers and directors should also disclose any potential conflict of interest that may arise between their individual interests and those of the corporation.

VGTL is delinquent in it's filings, however that may be due to the ongoing litigation and SEC investigation as they try to get an accurate financial picture of the company and a timeline of the director's activities and any possible involvement in illegal activity. But short of that, there is nothing in the fiduciary duties of the CEO that requires any disclosure or discussion with the shareholders of where the company is at, what is going on with their stated business plan, or any updates regarding the last 8-K, with the exception of disclosure of facts relating to a major corporate business transaction that would require stockholder approval like a considered merger or acquisition.

Material execerpted from:
http://www.nolo.com/legal-encyclopedia/fiduciary-responsibility-corporations.html