[guelo]

I think the whole "fiduciary duty" argument is mostly used by assholes as an excuse for being assholes. Managers of corporations have wide latitude to do as they see fit. Successful shareholder lawsuits of this type are extremely rare.

[dkarl]

It was enough to scare him away from incorporation while there was talk of an offer to buy the company. The customer that was going to make the offer would have replaced him in his business role, limited him to research, and shut down all the work that wasn't relevant to the one product of ours that they used, but they were going to give all the investors a very significant profit. He didn't care because he thought the company could be much bigger than the buyer wanted it to be, and also possibly because he was already wealthy and enjoyed being the boss much more than he needed the money. When I ponder that last part I guess it's possible that his worries about getting sued reflected a guilty conscience more than a real legal risk.