Law 3102 Spring 2011 Director liability Bus Judg Rule Question

Law 3102 Spring 2011 Director liability Bus Judg Rule Question

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Roberto, Francois and Lillian are the directors of SoHo Corporation, a privately held corporation formed under the laws of the State of New York. The primary business of SoHo Corporation is the production and distribution of online lifestyle magazines. In October 2007, the Directors of SoHo agreed that the company would benefit from the acquisition of an office building with increased space and more modern amenities located within five miles of the current office. Stuart Little, the Vice President of Business, was charged with searching for potential office properties. Stuart located two office buildings the first of which was located 2 miles from the company’s current office and the second of which was located 3/4 mile from the current office. The purchase price for these buildings was between $2.2 million and $2.5 million. At the Board meeting where the properties were being discussed, Roberto informed the Board that he was aware of an office property located within only ½ mile from the current office which was available for purchase for $2.6 million. Roberto failed to inform the Board that he owned this building in conjunction with several of his family members and that the most recent offer for this building was $2.1 million. The Board voted to acquire the office property
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Law 3102 Spring 2011 Director liability Bus Judg Rule Question

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