Corporations
David Brock was on the board of directors of Firm Body Fitness, Inc., which owned a string of fitness clubs in New
Mexico. Brock owned 15 percent of the Firm Body stock and was 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
net loss, the board of directors, led by Marty Levinson, discussed terminating the tanning operations. Brock success–
fully convinced a majority of the board that the tanning division was necessary to market the clubs’ overall fitness
package. By April, the tanning division’s financial losses had risen. The board hired a business analyst, who conducted
surveys and determined that the tanning operations did not significantly increase membership.
A shareholder, Diego Peñada, discovered that Brock owned stock in Sunglow, Inc., the company from which Firm
Body purchased its tanning equipment. Peñada notified Levinson, who privately reprimanded Brock. Shortly there–
after, Brock and Mandy Vail, who owned 37 percent of the Firm Body stock and also held shares of Sunglow, voted
to replace Levinson on the board of directors. Using the information presented in the chapter, answer the following
questions.
1. What duties did Brock, as a director, owe to Firm Body?
2. Does the fact that Brock owned shares in Sunglow establish a conflict of interest? Why or why not?
3. Suppose that Firm Body brought an action against Brock claiming that he had breached the duty of loyalty by not
disclosing his interest in Sunglow to the other directors. What theory might Brock use in his defense?
4. Now suppose that Firm Body did not bring an action against Brock. What type of lawsuit might Peñada be able to
bring based on these facts
