Miller v. Register and Tribune Syndicate, Inc.

I concur in the majority opinion and result, but I would answer the certified question negatively on an additional ground. Under section 7.03(c)(iii) of the Restatement and Recommendations on Corporate Governance, the litigation committee device is unavailable where the action involves self-dealing between the corporation and persons having control. The action charges sales of the corporation’s stock at fraudulently low prices and for grossly inadequate consideration, and purchases of it by the four directors. Manifestly, this is a charge of self-dealing by directors. See Maclary v. Pleasant…