[cldellow]

The argument is that he didn't (a) disclose what he was doing, nor (b) disclose that he owned the company where the money went.

I work at a very, very small startup. Even our very small startup has by-laws that cover this:

> An officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose in writing to the Corporation, or request to have entered in the minutes of the meeting of Directors, the nature and extent of such person’s interest at the time and in the manner provided by the Act. Such a person may participate in any discussion related thereto but shall not vote on any resolution to approve the same except as provided by the Act.

I suspect this is pretty boiler plate stuff. The family corporation that my wife and I own doesn't have this text in its by-laws...but that's because it's a closely-held company. I'd certainly hope that a "real" VC-funded company would have this text.