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Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey

Michigan Law Review

Serious dissension had developed between two factions of the seven member board of directors of defendant corporation. Group A, consisting of four members, represented a working majority of the outstanding stock recently acquired by a group of investors. Group B, consisting of three members, had constituted the active management of the corporation for a number of years. The resignation of group B was probable if group A continued to dominate the board. It was proposed that stock of the defendant be exchanged for stock in another corporation. Under the overall plan, group A was to resign and two …