Mitch is a director and President of Numero Uno, Inc (NO). Mitch was contacted by the inventor of a new children's toy. He bought the rights to the patent, as President of Numero Uno, and NO began marketing the Wonder Toy. Initially, Wonder Toy sales were "through the roof" but after a few injuries were reported in the news and some families filed product liability law suits, sales became nearly nonexistent , resulting in a dramatic decrease in profits for Numero Uno and its shareholders. Later, a resolution came before the Numero Uno board to develop a new product line that would compete with the One-of-a-Kind Corporation. Mitch is also a director and shareholder of One-of-a-Kind.
A. Due to the loss of profits as a result of the Wonder Toy problems, shareholders accuse Mitch of breaching his fiduciary duty to the corporation. What is Mitch's best defense against this accusation? Explain whether Mitch will be liable.
B. What should Mitch do about the One-of-a-Kind situation? Is this a breach of fiduciary duty?