Week 6 Discussion
Read Case 37.2 in your text. Research the full opinion for additional information.
- Discuss the relevant facts of the case.
- Identify and define fiduciary duties and how they relate to this case.
- Did Dubreville act ethically in this case? Why or why not?
- Did i2s’ directors act ethically in this case? Why or why not?
- Discuss Delaware Corporation Code Section 102 (b) (7) under two (2) theories of ethics.
Support your answers with information from this week’s learning segments. Be sure to provide in-text citations and source information in APA format including a working URL.
Week 6 Discussion
Discuss the relevant facts of the case.
In case of Delaware Corporation Code 102 (b) (7), deals with the section of the Delaware Corporation Code which licenses Delaware Corporation that includes the exculpatory provisions based on the certification which often incorporates their protective action, while the directors are based on personal liabilities to give arrival to the take care of the ordinary or any further gross negligence, based on the performances with the duties as it is directed.
This week is based on the study which involves the breach related to the fiduciary duties, of Vice Presidentits, Anthony Dubreville, under the company structure of TSC, or the subsidiary of i2 Technologies Inc. as well as sales of the software related to the supply chain management, that leads to a group consultant. Vision InfoSoft and Material Express.com, with the TSC competitors, made up an offer related to i2 Board with an amount of $25 million which was declined.
Identify and define fiduciary duties and how they relate to this case.
In the case of the primary resources, all the fiduciaries are required to run out the plan based on the sole related interest of participants as well beneficiaries, for making an exercise related to the purpose of providing a benefit as well as a payment based on the plan expenses. Dubreville purchased TSC through his company and made an offer related to the company that declined. With the negative projections based on the future, TSC Holdings (Bockover, 2018).
Did Dubreville act ethically in this case? Why or why not?
In this particular case, it is mainly based on the trust violation related to a relationship with both the directors of i2 and Dubreville. While in both the relation with the shareholders, the public as well as the competitors. Thus, this mainly focuses on the relationship, which is mainly based on the i2 and the Trade Service Holdings of LLC to become comparable competitors in the business field and later shareholders. Therefore, here the directors of i2 have been covering everything under the Delaware Corporation Code section 102(b) (7) so it is often been dismissed from the court. Apart from this, in case of Durbeville, the case has to make its proceeds (Pittenger & Wolfe, 2019).
Did i2s’ directors act ethically in this case? Why or why not?
I would say a ‘no’, because Durbeville directors did not act ethically, in this particular case, because I think this is mainly done under the consideration of the shareholders, the public, or the business competitors. Apart from this, this acted like a way that would bring for the most beneficial things to make a purchase or sale to be conducted by TSC for about $25 million. As stated by Bockover, (2018), here the sale based on the company was done while it was manipulated while bringing forth Durbanville which initially described not ordering or making a purchase less than the company’s worth. While I believe that, the directors of i2 have been acting unethically for the sale, either in a particular way based on the company that was sold for future interest and relates with the best interest. Perhaps, this has been reaching VIS/ME as it was best attempted to take up the decision to take part the directors which is comforted to learn about the decision made by the directors which most probably related to the comfort to learning about the company, which is most likely to thrive out and can be considered negligence as a part of bad intent (Hamermesh et al. 2022).
Discuss Delaware Corporation Code Section 102 (b) (7) under two (2) theories of ethics.
Apparently, to understand the Delaware Corporation Code with Section 102 (b) (7) which can be found to gather details about the relation to the ethical theory based on Ethical Fundamentalism. While in case of the court has a guide to look forward to all the specific cases. Moreover, there are ethical theories related to Ethical fundamentalism, while the courts have to guide the look based on specific cases. Ethical fundamentalism actually leaves up to a right or wrong decision within the hands of an individual. Thus, they rely upon the sources relevant to guidance. On the other hand, it is Kantian ethics, can be applied to a particular case. While Kantian theory mainly allows a belief in a moral duty related to Universal rules. Moreover, the codes allow the court to follow consistency, based on all cases which can be treated, with involvement, with the case to get an opportunity to look forward to looking over the view based on the situation, to understand if it is happening to another case.
Bockover, M. I. (2018). Ethics, relativism, and the self. In Culture and Self (pp. 43-61). Routledge.
Hamermesh, L. A., Jacobs, J. B., & Strine Jr, L. E. (2022). Optimizing the World’s Leading Corporate Law: A Twenty-Year Retrospective and Look Ahead. The Business Lawyer, 77.
Pittenger, M. A., & Wolfe, D. J. (2019). Corporate and Commercial Practice in the Delaware Court of Chancery. LexisNexis.