Alberta BUSINESS CORPORATIONS ACTTEI is a mutual fund, officers and directors have to acts with duty of care also act as a Trustee. The facts are proofing TEI officers and directors are not acts honestly, in good faith, are not act in the best interest of TEI Corporation and TEI shareholders and have not exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances in the Arrangment with I3e.
Duty of care of directors and officers
122(1) Every director and officer of a corporation in exercising the director’s or officer’s powers and discharging the director’s or officer’s duties shall
(a) act honestly and in good faith with a view to the best interests of the corporation, and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, bylaws and any unanimous shareholder agreement.
(3) Subject to section 146(7), no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of that duty.
(4) In determining whether a particular transaction or course of action is in the best interests of the corporation, a director, if the director is elected or appointed by the holders of a class or series of shares or by employees or creditors or a class of employees or creditors, may give special, but not exclusive, consideration to the interests of those who elected or appointed the director.