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DRAFT FOR ATTORNEY REVIEW — NOT FINAL

Findley v. Garrett, 109 Cal. App. 2d 166 (1952)

Citation
Findley v. Garrett, 109 Cal. App. 2d 166 (1952)
Parent Document
Findley v. Garrett, 109 Cal. App. 2d 166 (1952)
Jurisdiction
California (state)
Effective Date
1952-02-08

Other Sections in This Document (69)

Full Text

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As above indicated, the great majority of the 1948 board of directors had no interest in Garrett. The board was aware of the dual position and conflicting duties of those individuals who were or had been directors of both corporations, and it was aware of the magnitude of the purchases made by Douglas from Garrett over a period of 12 years. There was no manifest breach of duty in its decision not to commence an action. The board exercised its business judgment. Under such circumstances, a stockholder may not usurp the discretionary powers of the managers of the corporation by commencing a derivative action. If, under such circumstances, the court *179