Cliff, Carl & Gloria you have a Fiduciary Responsibility
posted on
Oct 28, 2013 04:37PM
Have you breached your fiduciary responsibility to shareholders because you failed:
1. To adequately shop for a licensing partner before entering into new agreements with TPL/Alliacense
2. To know whether or not new license agreements are being grossly discounted to the detriment of PTSC shareholders
3. To take advantage of TPL’s bankruptcy to enable Patriot to acquire a larger position in PDS
4. To take advantage of TPL’s bankruptcy by voiding our contract(s) with them if such a provision is still in effect
It is my belief that shareholders would support you in your efforts to rid us of the Leckrone's through any legal means available to you (i.e. bankruptcy). Gloria you are on the Bankruptcy Committee. For the sake of all PTSC shareholders....do something. I hate to think what might happen if shareholders find out that you had the opportunity to get rid of the Leckrones or assume a greater than 50% position in PDS and you failed to do so.
Breach of Fiduciary Duty
Breach of the fiduciary duty of care arises either through the board of directors making a decision in a negligent manner (e.g. lack of involvement and failure to monitor managers) or failing to act to avoid a preventable loss (e.g. failure to monitor and prevent employees’ non-compliance with law).
Breach of the fiduciary duty of loyalty generally occurs when there is director self-dealing – the director obtains a benefit at the expense or to the detriment of the corporation or its shareholders. Examples of breach of the fiduciary duty of loyalty include:
• A director, or an affiliate of the director, has some hidden interest in a transaction;
• A director deprives the corporation of an opportunity that would be of interest to the corporation;
• A director receives undisclosed, third-party compensation (e.g. a broker’s fee) for arranging a transaction that involves the corporation; or
Directors compensate themselves excessively, at the expense of shareholders (e.g. awarding and backdating stock options).
Fiduciary Liability
Breach of fiduciary duties either by a director or the board of directors exposes the entire board or a particular director or directors to shareholder lawsuits. A shareholder(s) can sue the corporation and/or director(s) directly (e.g. Shareholder A sues Director X) or bring a shareholder derivative suit and sue on behalf of the corporation. Remedies vary, but range from the court preventing the taking of an action or ordering that transaction proceeds be handed over to the corporation.
http://www.shajlaw.com/media/reports/BoardofDirectorFiduciaryDuties.pdf