Friday, March 23, 2012

Broz v. Cellular Information Systems, Inc. case brief

Broz v. Cellular Information Systems, Inc. (Del. 1996)

Broz was President of RFBC and also on the board of a peer corporation [CIS]. He
received an opportunity that was not offered to CIS.
-Broz individually contacted a number of CIS directors, who told him that CIS would
not be interested in the opportunity.
-In trial, all CIS directors agreed that they would
have let Broz pursue the opportunity.
-At the time, CIS was being courted by PriCellular for acquisition. PriCellular and
RFBC competed for the opportunity described above.

Guth case said that director must offer opportunity to board if:
o Corporation is financially able to undertake the opportunity
o Opportunity is in line with corporation’s business and of practical advantage
to it.
o By embracing the offer, self-interest of director would come into conflict with
interests of the corporation

Court finds that although there hadn’t been a formal process, the informal contacts
proved that Broz had not acted in bad faith.

No comments:

Post a Comment

The Evolution of Legal Marketing: From Billboards to Digital Leads Over the last couple of decades, the face of legal marketing has changed a l...