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RE: fiduciary duty, entire fairness and opportunity cost

From: Kleinberger, Daniel <DKleinberger@WMitchell.edu>
Date: Thu, 11 Mar 2004 15:20:21 -0600
Message-ID: <LYRIS-24436-16746-2004.03.11-16.19.16--www-validator-css#w3.org@list.law.umaryland.edu>
To: "BIZLAW" <bizlaw@list.law.umaryland.edu>

I don't think that the other opportunity would have to have been uniquely and briefly available.  The conflict-of-interest transaction might, for example, be with a billboard company, while -- in hindsight -- the money could have been much better spent on radio advertising.

Daniel Kleinberger

-----Original Message-----
From: Daniel Posin [mailto:dposin@law.tulane.edu] 
Sent: Thursday, March 11, 2004 3:10 PM
To: BIZLAW
Subject: RE: fiduciary duty, entire fairness and opportunity cost


Yeah, I'm having trouble putting the idea that the transaction was the arm's length fair price together with the idea that there was a superior opportunity available for limited corporate funds.  Of course maybe the alternative was something of unusual value uniquely (and briefly) available to the company, for one reason or another.  I'd like to see Vice Chancellor Strine tee off on that one.  

	Daniel Q Posin
	Judge René H. Himel Professor of Law
	Tulane Law School
	6329 Freret Street
	New Orleans, LA 70118
	504-865-5982 (O)
	504-862-8846 (F)
	dposin@law.tulane.edu



-----Original Message-----
From: Beveridge, Norwood [mailto:paladin@okcu.edu] 
Sent: Thursday, March 11, 2004 2:32 PM
To: BIZLAW
Subject: RE: fiduciary duty, entire fairness and opportunity cost


I assume that the opportunity is one that the company can use.  Also, that it has funds available.  If the company has limited funds and other more attractive investment opportunities (from an ROI or other point of view), that should be considered in my opinion, although I don't recall seeing this discussed.  Seems to me this is comprehended in the concept of arms' length transaction
Received on Thursday, 11 March 2004 16:19:47 GMT

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