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cause it's more interesting for a US audience. Second one because<br />

it's much less interesting if Tony Stark makes a public<br />

announcement, and two days later the Board reverses it; you<br />

have no reason for an investor to sue. Third, like second, because<br />

it's not interesting if the decision isn't authorized (and<br />

because I doubt that many US companies would require a<br />

shareholder vote for a divestiture). Fourth because if there's<br />

no harm, there's no reason to sue.<br />

[2] This is complicated - in general when suing for breach<br />

of fiduciary duty, you don't sue in your own capacity, but rather<br />

you sue on behalf of the corporation (a derivative suit). To<br />

do that, you need to demand that the Board bring the suit<br />

first, and if they don't want to, you're out of luck. or, you can<br />

demonstrate with your suit that the Board is interested in the<br />

subject matter of the suit — i.e., you'd need to essentially prove<br />

that the Board engaged in an improper transaction before<br />

you could even get into court. The other option, which generally<br />

isn't available, is that you might be able to sue Tony Stark<br />

on your own behalf (a direct suit), but this would require that<br />

Tony was a majority shareholder, or if not one, someone who<br />

as a practical matter controlled the company (this is probably<br />

true), and you'd have to demonstrate that you suffered some<br />

particularized harm that the other shareholders of the corporation<br />

did not suffer (this probably isn't true).<br />

[3] If you're the Ceo of a real estate development company,<br />

it'd be an exercise of your business judgment to decide<br />

to paint all the houses in your new residential sub-division<br />

bright green (however stupid); it'd be waste to burn them all<br />

down. It's pretty hard to commit waste unless you're trying.<br />

[4] Shlensky v. Wrigley, 95 Ill.App. 268, 237 n.e.2d 776<br />

(Ill.App. 1 Dist. 1968).<br />

[5] Though it would certainly be undertaken — every time<br />

the stock price of a company drops, plaintiff's lawyers in Delaware<br />

rush to the court house to file a derivative suit on contingency,<br />

which is usually settled for pennies.<br />

http://www.quora.com/l/boq-ani-ravi<br />

81

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