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To: jmstein7

I don't think so. You would get 12(b)(6)ed right out of court because no court is going to tell a company how to run its business. About the ONLY time you can sue the company's executives for a violation of fiduciary duty is in a case of fraud.

They are running the business in good faith. Unless you allege wrongdoing, you will lose a 12(b)(6) motion.


17 posted on 05/18/2004 12:07:55 PM PDT by Clobbersaurus
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To: Clobbersaurus

You're wrong, in a way. As you know, the Business Judgment Rule only applies if you make a demand on the board. Here, you don't have to because of futility.

The only way the NYT would get the deferential "Business Judgment" standard would be to appoint a "Special Litigation Committee." And that would cost the BIG TIME and give them all sorts of bad press.


19 posted on 05/18/2004 12:10:04 PM PDT by jmstein7 (Real Men Don't Need Chunks of Government Metal on Their Chests to be Heroes)
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To: Clobbersaurus
...because no court is going to tell a company how to run its business...

where was the "sarcasm" tag?
Courts have been gleefully doing just that for at least my entire lifetime.

22 posted on 05/18/2004 12:13:05 PM PDT by King Prout (the difference between "trained intellect" and "indoctrinated intellectual" is an Abyssal gulf)
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To: Clobbersaurus

And, you are wrong on the law as well. See the following cases:

e.g.,
Eisenberg v. Flying Tiger Line, Inc.
Grimes v. Donald
Marx v. Akers
Auerbach v. Bennett
Zapata Corp. v. Maldonado


23 posted on 05/18/2004 12:14:04 PM PDT by jmstein7 (Real Men Don't Need Chunks of Government Metal on Their Chests to be Heroes)
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