Midwest Management Corp. v. Stephens

UHLENHOPP, Justice.

The central question in this appeal concerns the fiduciary duty owed by a corporate director to the corporation and its shareholders when he persuades the corporation to invest essentially all of its assets in a new business venture. The case is bottomed on a breach of that duty, not on breach of contract. The parties argue numerous issues and we have considered all of them, but in this opinion we address only those which are dispositive of the appeal. The other issues do not alter the result. Another case based on the same facts was before us in Midwest Management Corp. v.…