The Chicago National League Ball Club, Inc. (Chicago Cubs), operated Wrigley Field, the Cubs' home park. Through the 1965 baseball season, the Cubs were the only major league baseball team that played no home games at night because Wrigley Field had no lights for nighttime baseball. Philip K. Wrigley, director and president of the corpora- tion, refused to install lights because of his per- sonal opinion that baseball was a daytime sport and that installing lights and scheduling night baseball games would result in the deterioration of the sur- rounding neighborhood. The other directors as- sented to this policy. From 1961 to 1965, the Cubs suffered losses from their baseball operations.
The Chicago White Sox, whose weekday games were generally played at night, drew many more fans than did the Cubs. A shareholder sued the board of directors to force them to install lights at Wrigley Field and to schedule night games.
What did the court rule? Why?
Lymon Properties Group, Inc., is a developer and op- erator of retail shopping malls. Lymon owns 75 per- cent of the shares of LDC, Inc., whose business is investing in undeveloped land. All of LDC's direc- tors are appointed by Lymon. LDC owns 320 acres of land that Lymon wants to purchase for mall con- struction. LDC purchased the land two years ago for $6.4 million. Lymon has offered to purchase the land for $8.2 million. When approving the purchase, with what standard of conduct must Lymon's board comply?
What should LDC's board of directors do before accepting the offer in order to reduce the like- lihood that LDC's minority shareholders will be able to sue LDC's board successfully for selling the land for too low a price?
in 1997, Peter Zaccagnino sold to investors hist- orical bonds-issued by railroad and foreign governments-that he claimed were high-yield securities. In reality, the bonds had no value to anyone other than to collectors of historical docu- ments. Peter obtained over $6.8 million from the sale of these bonds. During this time, his wife, Gigi, attended meetings where her husband represented to investors that the bonds could yield 7 to 30 percent of their valuation within a year. Zaccagnino sold the historical bonds through two corporate entities and deposited most of the sales proceeds into the cor- porations' accounts. One of those corporations was Wonder Glass Products, of which Gigi was the sec- retary, treasurer, and director. She received $5,200 a month from her employment with Wonder Glass.
In March 1998, Gigi incorporated a business called Diamond in the Rough (DIR) in the British Virgin Islands, of which she was president, secretary, and director. Peter promoted DIR as a firm that placed client funds into high-yield offshore investment pro- grams, promising investors substantial earnings. At one DIR meeting with prospective purchasers, Gigi sat at a table and made prospective investors prom- ise that they would not record the meeting. Mean- while,
Peter told them that they could make huge sums of money with the proposed investments and that he had been arranging similar investments suc- cessfully for so long that he was ready to retire. This foreign investment scheme earned Peter millions in addition to the money from the historical bond sales.
When the federal government prosecuted Peter and Gigi for conspiracy and racketeering, Gigi claimed that she became aware of the criminal conduct only in December 1999, when she overheard her husband and one of his business partners laughing about the falsity of the statements they sent to investors. Did the court accept Gigi's argument or was she found to have willfully engaged in criminal conduct while acting for the corporations?