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That is true, but it still seems to not follow. I could "breach my duty" to shareholders simply by being negligent.

• mmatants 11y ago
  It seems that that would trigger a different set of problems - confidentiality issues, rather than conflict of interest. So yes, still bad, but a different rule-set, perhaps?
• jsprogrammer 11y ago
  Yes, the author seems to assume that: proof_of_breach <-> proof_of_benefit You are arguing that it could be the case that: proof_of_negligence -> proof_of_breach proof_of_negligence -> (proof_of_benefit v ~proof_of_benefit) in which case there could be a contradiction. However, there is probably an argument that: proof_of_negligence -> (proof_of_benefit v ~proof_of_benefit) is wrong and that there actually is a rule: proof_of_breach -> proof_of_benefit For example, if someone is negligent, we already know they received a personal benefit (eg. reduced cognitive load, received compensation for work not performed, etc.). To show a logical incorrectness, you need to show an `x` where: proof_of_x -> (proof_of_breach ^ ~proof_of_benefit) v (~proof_of_breach ^ proof_of_benefit)
  • thaumasiotes 11y ago
    What are you trying to say here? proof_of_negligence -> (proof_of_benefit v ~proof_of_benefit) easily simplifies to true and therefore doesn't need a case to be made for it. It's always true.
    • jsprogrammer 11y ago
      I guess it should be an Exclusive OR, although I'm not sure that is allowed in propositional logic. The argument made was that negligence could occur without benefit (ie. proof_of_negligence does not imply either proof_of_benefit or ~proof_of_benefit). My argument is that `proof_of_benefit -> proof_of_negligence` and that `proof_of_negligence -> (proof_of_benefit v ~proof_of_benefit)` (or otherwise) is nonsense.
      • thaumasiotes 11y ago
        Surely, if there is no benefit, then ~proof_of_benefit obtains? Are you advocating against the law of the excluded middle? How could there be proof of a benefit if there was no benefit? Exclusive or, being a logical relationship, is allowed in propositional logic. It is traditionally indicated, in mathy areas, by the symbol ⊕, but you can just compose it from the standard and, or, and not operations. And (proof_of_benefit ⊕ ¬proof_of_benefit) still simplifies to true, unless you're a hardcore constructivist.
• rayiner 11y ago
  "Duty" in this context refers to corporate fiduciary duties. There is a "duty of care" but mere negligence (and usually even gross negligence, without something more) does not violate that duty. The conclusion of the Supreme Court in Dirks is that information is leaked in violation of some duty if and only if it has been leaked for personal gain. Newman follows from that assumption: breach of duty requires personal gain, so you cannot know duty has been breached unless you know there was personal gain. If you don't know there was personal gain, you can't tell simple negligent disclosure apart from breach of duty. And if you don't know about the violation of the duty, you can't be held liable for violating it derivatively as a tipee.