Kure Technologies Inc V.KUR.H

RE: RE: Class Action Lawsuit best course of action

[iceman20xx]

Disclosure agreed that saying you paid 17Million is not enough.  They did not disclose how much they paid to terminate the SARs.  This maybe grounds to push the TSX to investigate.  Second they did not give shareholders enough notice of there intend or give us a chance to vote on.  We know why but there maybe TSX legal recourse to investigate.
I did a Wikipedia lookup on Board of directors fiduciary duty to shareholders. 

Some interesting legal finds....
Self Dealing - taking advantage of his or her position in a transaction and acting for his or her own interests rather than for the interests of the beneficiaries of the trust (ie trust of shareholders).
self-dealing is wrongful conduct by a fiduciary

Duties Board

   fudiciary duty run for the benefit of the shareholders
Directors must act honestly and bona fide ("in good faith").  Directors must act in what they consider is in the interests of the company.  legal test whether a transaction was in the best interests of the company



Duty of Loyalty - The most important fiduciary duty is the duty of loyalty. The concept is simple: the
decision makers within the company should act in the interests of the company, and not in
their own interests.  to comply with this duty is not to engage in transactions
that involve a conflict of interest.  We often call these "self-dealing" transactions
directors are dealing with themselves, and may not reach an agreement
that is fair to the company self-dealing transactions approved by a noninterested decision maker. That decision makercan be noninterested directors, noninterested shareholders, or sometimes both.
They automatically became noninterested once they bought out there SARs
shareholders have a right to have transaction rejected altogether, need to prove that the transaction is not entirely fair to the company.  A market drop of 33% after the news is proof enough.
"Proper purpose"


Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to feather his or her own nest
"Conflict of duty and interest"
As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. 
i)  Transactions with the company
where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is enforced that, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461

"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..." (emphasis added)

there maybe a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure
Bottom line is we need to sue and have transaction reversed on Self dealing principal.  Then probably move to next step of having them removed from office....