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Re: dhwco post# 6268

Monday, 04/20/2009 5:23:52 PM

Monday, April 20, 2009 5:23:52 PM

Post# of 23619
dhwco, cant site anything huh???, fact is, as long as related party interests in contracts are fully disclosed to the other directors and they, and/or the majority of voting shares, approve, its a legal contract, remember, "good faith in the best interests of the Corporation" is a purely subjective metric, each individual will have a different opinion on a business decision or contract, as a plaintiff, somebody not directly involved in the day to day operation of the company would have a very long, and expensive, row to hoe.

As for your "valid cause of action," your talking about a Shareholder Derivative Suit, and your not suing on your behalf, you are suing on behalf of the Corp., meaning that any damages recovered normally goes back into the Corp. treasury, not the shareholder, but the real kick in the pants is the fact that normally a Corp. indemnifies all officers and directors against lawsuits, most do this with insurance, so in essence, you are suing the corporation on behalf of the corporation, you have to love Del. Corp. law.