RE: Gerry Wimmer co.??My response techi02 is that there are time honoured, legally and ethically sanctioned mechanisms for dealing with conflict of interest. One is to simply disclose one's conflicted interest. Another is to not to make a unilateral decision on a matter where one has a conflict. Where a decision is made by vote of a body of people, like directors, disqualification is not the ordinary remedy when the person in conflict discloses their interests and is substantially outnumbered. Sounds practical and reasonable to me. So yes, we have different views.
For those who are not following the SMY thread I would like to share the following comment with you (with an addition) which I made on the SMY thread.
"Techio2 and Cantsell. Show me one jurisdiction in the world that actually has framed its laws so as to preclude directors from sitting on boards of companies that do business with each other. Doesn't exist. Or is the entire world stupid or unethical?
What exactly is the problem. Disclosure is certainly not a problem. Are you suggesting that all the Directors of ATQ will vote with McLean for a contract which is a losing proposition so as to enrich SMY? Are you suggesting that McLean would mislead the Directors about material matters? If so, there is big trouble McLean. Are you suggesting that all the directors of SMY would vote in favour of a contract with ATQ even if ATQ bid was uncompetitive? I think your concerns, frankly, are not real and that is why the practice that you would like outlawed is universally permitted.
Yes, you are running way too far with your idea of squeeky clean. Did you know that in the U.S. a Director who sits on a Board of two companies can unilaterally, that is alone, if authorized by Company rules to act alone on the matter, make a decision that impacts on both companies, like enter into a contract, unless the matter is of sufficient importance that it should be considered by the entire Board. That point comes from "The Law of Corporations" by Robert W. Hamilton p. 474.