Simon J. Michael, a director of Shocking Technologies, was the only representative of the holders of two classes of Shocking preferred stock. Over time, significant disagreements between Michael and the other board members arose over executive compensation and whether preferred shareholders should have increased board representation. Michael argued that the company’s governance problems needed to be resolved before it could attract additional equity funding, which the company desperately needed. Michael understood that Shocking’s survival likely depended upon a large investment by a third party, Littelfuse. Michael spoke with Littelfuse to try to align Littelfuse’s interests with his. Michael not only sought to dissuade Littelfuse from investing in Shocking, but also disclosed to Littelfuse Shocking’s confidential business information that Littelfuse was the only potential investor likely to participate in the necessary fundraising. By informing Littelfuse that there were no other options available to Shocking, Michael gave Littelfuse a significantly enhanced strategic bargaining position with Shocking. Michael believed that Shocking’s resulting cash crunch would force the rest of the board to implement his objectives, which he believed served the interests of the preferred shareholders. Did Michael breach his fiduciary duty to Shocking?