There are two glaring exceptions to that. The first is the duty of care. Has Amilya been negligent? Has she neglected her duties as CEO?
Definition of Duty of Care has nothing to do with informing shareholders, which is what I was addressing. However, since you brought it up specifically, there is no way for shareholders to tell if she has been negligent. That's for the SEC to decide. And besides, Durante acted in a fraudulent and negligent way for years and no one was the wiser. Negligence is something that an authority having jurisdiction, like the SEC, has to suspect and investigate, not shareholders.
Fiduciary Duty of Care
In a corporate environment, both officers and directors are expected to use appropriate care and diligence when acting on behalf of their corporation. They should exercise reasonable prudence in carrying out their duties to achieve the best interests of the corporation. An officer or director may be held personally liable for failing to exercise reasonable or ordinary care under the circumstances. For example, a lack of due care may be shown when an officer or director fails to undertake a reasonable review of a corporate matter, to regularly attend board meetings, or to adequately supervise staff which ends up damaging the corporation.
Under the business judgment rule, an officer or director may not held liable for business decisions made in good faith and with reasonable care that turn out to harm corporate interests. The courts will defer to erroneous business judgments, provided that the officers or directors did not show gross negligence in their review and decision-making process. Without this rule in place, many individuals would be unwilling to serve as officers and directors and business people might be reluctant to take commercial risks that could benefit a corporation in the long run.
The second point about filing I've already touched on. First get the financials in order. That's taking time due to having to retrace the finances all the way back to when Durante took majority ownership in VGTL and fraudulently used VGTL investor's money as a personal piggy bank.
There is one thing that I would like to know and that is when is the annual meeting that shareholders are invited to? That way it could be determined if she was still acting as CEO.
