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I think it is very unlikely that this would "work". The "business judgement rule" means that boards get a huge amount of latitude in how they run their busines
by mattkrause 9y ago
I think it is very unlikely that this would "work".
The "business judgement rule" means that boards get a huge amount of latitude in how they run their business, especially absent "disloyalty" to the business (like enriching themselves at the company's expense).
In a 2005 case (re Walt Disney Co. Derivative Litigation), the Court said "not entitled to any remedy unless the transaction constitutes waste... [that is,] the exchange was so one-sided that no business person of ordinary, sound judgment could conclude that the corporation has received adequate consideration."
Your valuation has all sorts of uncertainties. Is there actually a market for the data? Even if it is from old, proprietary sensors? How comparable are those privacy experiments to a situation in which the sensor package is literally roaming your house 24/7? Is customer interest in privacy increasing (particularly in iRobot's target demographics?) and are there sales/reputational benefits for being one of the first companies to adopt this policy first? Any one of these is enough to ruin your case.
It would have to be something really egregious, like a contract in which the data transfers to the CEO's brother-in-law, for it to be a breach of duty.
* Business Judgement Rule: https://en.wikipedia.org/wiki/Business_judgment_rule https://en.wikipedia.org/wiki/Business_judgment_rule
* Dodge v. Ford is where this idea of shareholder profits first comes from. However, look at the discussion under "Significance" https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.#Significance https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.#Signif...
* Article by a law prof at UCONN: https://medium.com/bull-market/there-is-no-effective-fiduciary-duty-to-maximize-profits-939ae50d0572 https://medium.com/bull-market/there-is-no-effective-fiducia...
- ChuckMcM 9y agoI think focusing on legal jeopardy misses the point. Directors are Directors because they represent a big chunk of stock. Billy Bob's VC invests in your company, gets a big chunk of stock and a seat on the board. Even 'outside' directors are often compensated for their time in stock. As a result every board member tends to make their judgments based on whether or not their stock value will go up or down. Karl Ichan doesn't buy a bunch of stock and get himself on the board just for grins and giggles. No, he expects to wield the managerial power the board has over the CEO to enact policies that will improve the value of the stock he went out and purchased so that he can then sell it for a profit and move on to another company. As a result discussions at the boardroom level are around "is this good for the stock or not" and in that vein I would do the analysis.