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  • lettucecometogether lettucecometogether Dec 28, 2013 6:08 PM Flag

    Fiduciary Responsibility. Shareholders responsibility. Write a letter. buy a stamp. send letter

    Breach of Fiduciary Duty

    Breach of the fiduciary duty of care arises either through the board of directors making a decision in a negligent manner (e.g. lack of involvement and failure to monitor managers) or failing to act to avoid a preventable loss (e.g. failure to monitor and prevent employees’ non-compliance with law).

    Breach of the fiduciary duty of loyalty generally occurs when there is director self-dealing – the director obtains a benefit at the expense or to the detriment of the corporation or its shareholders. Examples of breach of the fiduciary duty of loyalty include:

    • A director, or an affiliate of the director, has some hidden interest in a transaction;

    • A director deprives the corporation of an opportunity that would be of interest to the corporation;

    • A director receives undisclosed, third-party compensation (e.g. a broker’s fee) for arranging a transaction that involves the corporation; or

    • Directors compensate themselves excessively, at the expense of shareholders (e.g. awarding and backdating stock options).

    Fiduciary Liability

    Breach of fiduciary duties either by a director or the board of directors exposes the entire board or a particular director or directors to shareholder lawsuits. A shareholder(s) can sue the corporation and/or director(s) directly (e.g. Shareholder A sues Director X) or bring a shareholder derivative suit and sue on behalf of the corporation. Remedies vary, but range from the court preventing the taking of an action or ordering that transaction proceeds be handed over to the corporation.

    Marty got a raise that brought his base pay from $300,000 to $359,000. How does Jorden justify this? Members on the board have to be held accountable. They have a fiduciary responsibility to shareholders ... not to Marty.

    Please write to one or more members
    still they no buy shares of their company. just keep milking shareholders. not right.

    Please write to one or more members and remind them they have responsibilities

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    • Please write to one or more members
      still they no buy shares of their company. just keep milking shareholders. not right.
      C. Eric Winzer, Director
      Mark T. McLoughlin, Director
      Lyle A. Hohnke, Ph.D., Director
      Richard Kent, M.D., Director
      Stephen N. Keith, M.D., Director
      Joe Del Guercio, Director
      James Benson, Principal Director
      David Jorden, Executive Chairman

      Cytomedix, Inc.
      209 Perry Parkway
      Suite 7
      Gaithersburg, MD20877

      All of you make money by being on the board of directors. Why you no buy shares at these historically low prices?