''Broz v. Cellular Information Systems Inc.'', 637 A.2d 148 (Del. 1996), is a

US corporate law United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance ...

case, concerning the standard in

Delaware Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Del ...

corporations regarding

conflicts of interest A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates to situations i ...

. It exemplifies that the Delaware courts spend considerable resources inquiring into whether a director has had an actual conflict of interest, as opposed to the traditional common law approach which demanded that there should be no possibility of a conflict.cf ''

Keech v Sandford is a foundational case, deriving from English trusts law, on the fiduciary duty of loyalty. It concerns the law of trusts and has affected much of the thinking on directors' duties in company law. It holds that a trustee owes a strict duty of ...

726 __NOTOC__ Year 726 ( DCCXXVI) was a common year starting on Tuesday (link will display the full calendar) of the Julian calendar. The denomination 726 for this year has been used since the early medieval period, when the Anno Domini calendar e ...

EWHC Ch J76

Facts

Broz was sole shareholder and president of RFB Cellular Inc. (RFB), which held telecommunications licenses for a number of districts in

Michigan Michigan () is a state in the Great Lakes region of the upper Midwestern United States. With a population of nearly 10.12 million and an area of nearly , Michigan is the 10th-largest state by population, the 11th-largest by area, and the ...

. Broz was also a non-executive board member of CIS, which operated in the same business in the upper Midwestern United States; notably it too operated in parts of Michigan. Broz, as owner of RFB, was approached by Mackinac, a tele-license broker, who offered him another opportunity for a license in Michigan. Broz discussed the matter informally with the CIS board, but did not tell them that he had started negotiating for the license; Broz believed that CIS would not be interested in the opportunity, because at the time it was shedding licenses to try and stave off bankruptcy. Broz was successful in obtaining the license for RFB. Shortly thereafter, CIS avoided bankruptcy and closure by being acquired by Pri-Cellular, after which CIS sued Broz for breaching his fiduciary duty of loyalty, diverting the opportunity to himself. Both Pri-Cellular and RFB were later absorbed by

Dobson Cellular Dobson Cellular Systems, Inc. now part of AT&T Mobility, was a wireless telecommunications provider in several regions of the United States, including Alaska, Arizona, California, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New Yor ...

in 1998 and 2004, respectively; Dobson was itself bought out by

AT&T AT&T Inc. is an American multinational telecommunications holding company headquartered at Whitacre Tower in Downtown Dallas, Texas. It is the world's largest telecommunications company by revenue and the third largest provider of mobile tel ...

in 2007.)

Judgment

The Delaware Supreme Court held that Broz was not under any obligation to offer the Michigan-2 licence to the CIS board, the opportunity being one that had come to him personally. The plaintiff company had lacked both the interest and the financial means to acquire the licence for itself.

References

External links

* {{caselaw source , case = ''Broz v. Cellular Information Systems Inc.'', 637 A.2d 148 (Del. 1996) , courtlistener =https://www.courtlistener.com/opinion/2052439/broz-v-cellular-info-systems-inc/ , justia =https://law.justia.com/cases/delaware/supreme-court/1996/208-1995-3.html 1996 in United States case law United States corporate case law Delaware state case law

Facts

Judgment

See also

References

External links