ken- thanks for the post. I'm not sure I disagree or posted anything that significantly disagrees. I am aware of why Delaware has been the number one state and that is because management is more easily entrenched and shareholders have fewer protections. (I believe Nevada has been working hard to supplant Del with such provisions as unlimited changes in capital structure, but I digress.)
When I posted about fiduciary issues, I wanted to emphasize that this is an area of law (actually equity) which is separate and apart but used in conjunction with corporate and contract law.
In essence, equity protects people from unfair bargains particularly where the positions of the parties are that of one being a fiduciary, as is the case of management of a corporation. That does not mean that a person can't make a bad deal or invest in a bad corporation and expect the court to give them their money back. It just means that, in theory, management can't just take shareholder money and use it for hookers and beer, when the reasonable anticipation was for a business with oil wells.
Why don't we see more litigation in this area? The economics aren't set up for this. Small companies and management typically have very little assets to pursue. Class actions, about which I have written often, are an abusive area in need of change in that it currently encourages boiler plate litigation, which typically settles giving pennies to shareholders and millions to lawyers.
With respect to your comments about Lanza and potential asset recovery, you seem a bit more optimistic than I although your last line says "I think Lanza will be long time dead of natural causes before justice ever catches up with him."
Cutting to the bottom line, I commented on another poster who, in essence, indicated that it really does not matter if AB continues to use this company as his personal piggy bank. If the company actually collects some money, it won't matter if the money gets used up internally and shareholders get diluted and reverse split, as has been the history, and as all signs point to being repeated.
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