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So can shareholders


See, I have thought this many times before. If I am a shareholder and the company does something that hurts me fiscally by doing something manifestly stupid, do I have legal recourse? Is this a tort?

I’m not an expert in this area and I really don’t know, but to me, an educated layperson, it seems like there are damages and that negligence is involved–it is a tort. They violated a fiduciary duty. So they mat need to “make them whole” who lost money.

Hopefully, someone can explain to me why I’m wrong. I’m almost sure I am, given history. But how? Is it that you have to prove malice? You don’t in other torts!

You just need to prove thee things:

a) There was a fiduciary duty.
b) The actions of the accused violated that duty, was negligent or malicious.
c) These actions are the proximate cause of damages.

In such a case I think “a” and “c”are pretty easily proven. So the main issue is proving “b,” right? THAT is the kicker. What am I missing?

Is the defense therefore, “This was, in retrospect, just bad decision-making”?

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