InvestorsHub Logo
Followers 4
Posts 287
Boards Moderated 0
Alias Born 02/10/2011

Re: drugmanrx post# 82407

Friday, 03/01/2019 1:24:56 AM

Friday, March 01, 2019 1:24:56 AM

Post# of 85909
Do you get the feeling they have not been held to a "higher standard" as regards their representation of minority shareholders (and by the way the collective conversion of the now former majority shareholders to the now lowly position of minority shareholders [after they gifted themselves shares to effectively become the new majority shareholders was never approved by the subject class was it?)?

https://www.bendlawoffice.com/2018/01/17/can-shareholders-waive-directors-fiduciary-duties/

Background on Fiduciary Duties

Fiduciary duties imposed on directors and officers of corporations generally fall into one of two categories: duty of loyalty and duty of care. The duty of loyalty requires directors and officers to always act in the corporation’s best interest and forbids them from engaging in “self dealing,” or taking advantage of their position in the corporation to benefit their own interests. The duty of care obligates directors and officers to carry out their duties as a normal prudent person would do under the circumstances, including making sure that they are completely informed before making decisions.

If a director or officer makes decisions for the shareholders or the corporation in a manner that does not meet these obligations, then the shareholders can bring a lawsuit against the director or officer for breach of a fiduciary duty. Additionally, in small, non-public corporations, majority shareholders can generally control the corporation by electing themselves as directors and officers, thereby “freezing out” minority shareholders. Therefore, directors and officers of small or close corporations are generally held to a higher standard for fiduciary duties.