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Re: fiduciary duty, entire fairness and opportunity cost

From: Elliott Weiss <weiss@law.arizona.edu>
Date: Thu, 11 Mar 2004 14:32:26 -0700
Message-ID: <LYRIS-24436-16750-2004.03.11-16.32.44--www-validator-css#w3.org@list.law.umaryland.edu>
To: "BIZLAW" <bizlaw@list.law.umaryland.edu>

I believe that the official Comment to MBCA sec. 8.31 addresses a 
hypothetical similar to yours and suggests that it  illustrates a 
situation in a director did (or could) not reasonably believe her 
decision was in the best interests of the corporation. If such a 
transaction would involve a breach of the duty of care for which a 
director could be held liable, it also presumably would not qualify as 
entirely fair.

-- 
Elliott J. Weiss
University of Arizona College of Law
1201 E. Speedway Blvd. 
P.O. Box 210176
Tucson, AZ 85721-0176



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Received on Thursday, 11 March 2004 16:33:41 GMT

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