Reed v. Burton

The plaintiff-appellant in this action is a director and stockholder of defendant Burton Mortgage Bond Company, a Michigan corporation. The defendants-appellees are 3 directors of the corporation. They have no other official duties with respect to the corporation. They sit on the board and they direct. We will call them naked directors, borrowing the expression from their brief, to distinguish them from the remaining directors, all of whom are officers of the corporation. (None of the latter group is a party to this appeal.)

The action arises out of a plan to dispose of certain real property…