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Walter and Skylar White are on the sight. member board of directors of Firm Body Fitness, Inc. (Firm Body), which owns a string of fitness
Walter and Skylar White are on the sight. member board of directors of Firm Body Fitness, Inc. (Firm Body), which owns a string of fitness clubs in Florida. Walter and Skylar White each own 15% of the Firm Body stock and he is also employed as a tanning technician at one of the fitness clubs. After the January financial report showed that Firm Body's tanning division was operating at a substantial loss, the board of directors, led by Mike Ebrmantrout, discussed the possibility of terminating the tanning operations. However, the Whites successfully convinced a majority of the board of the directors that the tanning division was necessary to market the clubs' overall fitness package. By April, the tanning division's financial losses had increased. The board hired a business analyst, who conducted surveys and determined that the tanning operations did not significantly increase membership. A shareholder, Jesse Pinkman, discovered that Whites owned stock in Sunglow, Inc., the company from which Firm Body purchased its tanning equipment and with whom it had a monthly maintenance agreement. Pinkman notified Ebumantrout, who privately reprimanded White. Shortly thereafter, the Whites.convinced 4 other board of directors members to replace Ehrmantrout on Firm Body's board of directors. 1. What ethical duties did Walter and Skylar White, as directors on the board of directors, owe to Firm Body? 2. Did the Whites breach any of the ethical duties described in your answer to Question 1 based upon their ownership of Sunglow shares? Explain your answer. 3. Suppose that Firm Body brought a civil action against the Whites claiming that they had breached their fiduciary duties as a member of the Firm Body Board of Directors based upon their connection and interest in Sunglow. What theory might the Whites use in their defense? 4. Now suppose that Firm Body did not bring an action against the Whites. (A). What type of lawsuit might Jesse Pinkman bring based upon these facts? (B). In what Florida court might Mr. Pinkman bring such action
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