Who has what duties to whom with respect to information? Can the CEO or major shareholder present false information to the Board in order to profit at the expense of the other shareholders?
“Dole CEO Must Pay Shareholders,” The Wall Street Journal, August 28, 2015 B4. The CEO (and 40% shareholder) wanted to buy the remaining 60% of the stock. So he drove down the share price and then gave the Board false financial projections. The court awarded the plaintiffs $148 million in damages.
Duty is a core element of all governance. What duties do the CEO and major shareholders have to the corporation and to the other shareholders? How much do shareholders rely upon the CEO to fulfill his duties? How do they monitor that?
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