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For the reasons stated below, we find that plaintiff also has failed to establish any liability on defendants' part with respect to plaintiff's claim for equitable restitution. Briefly, BCG Associates (hereinafter "BCG"), a New York limited partnership, commenced an unsolicited tender offer for 160,000 TRT shares at a price of .50 per share.

Assuming the Gramlich's self-interest, though, "the Board as a whole cannot be charged with having acted from self-interest where less than a majority are found to have done so." Buffalo Forge Co. Ogden Corp., , 256 (7th Cir.1986) (a conflict of interest is not cured by vesting the power of decision in a board of directors in which insiders are a minority). In Hanson, supra, the Second Circuit reversed the district court's denial of a motion for a preliminary injunction restraining the exercise of a lock-up option despite the fact that it agreed that the defendants had not acted fraudulently, in bad faith or out of self interest. According to the court, what made out a prima facie case of a breach of the duty of care, shifting the burden of justification to the defendants, was the failure of the directors "to take many of the affirmative directorial steps that underlie the finding of due care." Id. For example, the directors had voted for the lock-up option with a "paucity of information" after a three hour meeting, thereby not availing themselves of the week's time available before the tender offer deadline. Moreover, if they had inquired into the value of the two optioned businesses (which generated half of the target's income but represented only one-third of the purchase price for the entire company) rather than "contented themselves with their financial advisor's conclusory opinion that the option prices were `within the range of fair value,'" they would have learned that the range of fairness had not been calculated and Goldman Sachs had not even prepared a written opinion as to the value of the two optioned businesses. Although discussions with SFREI did not develop into a final proposal until approximately February 5, 1981, the TRT trustees had been discussing the proposed asset sale as well as other alternatives since February 2, 1981.

Second, why would the independent directors knowingly sacrifice the company so that Magnacca could achieve his personal agenda? One might say that it is not the plaintiff's job to explain the personal motivations of men and women; that the facts speak for themselves.

The Trust alleges that the independent directors breached their duty of loyalty when they approved Magnacca's appointment to the board of American Apparel, and then made him the point man to negotiate with Standard General with respect to the financing that allegedly led to Radio Shack's demise. First, why would Magnacca sacrifice his position as head of one of America's most "iconic" retailers in exchange for such paltry and illusory consideration?

First, Standard General and its chief investment officer, Soohyung Kim, caused Magnacca to be appointed to the board of American Apparel, a struggling affiliate of Standard General.

According to the Trust, Standard General's attempts to co-opt Magnacca's loyalty manifested themselves both in actions and assurances.

The Res Cap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al.

to liquidate and distribute assets of the debtors in the Res Cap bankruptcy case.

For more admissions information and forms, please see the Attorney Forms Section of the courts website at [LINK:href= [LINK:. (JDF) COMPLAINT against Origin Bank f/k/a Community Trust Financial Corporation, as Successor to Cimarron Mortgage Company.

It is possible that the directors may have breached their duty of care.

I find no cognizable claim that any of the directors of Radio Shack, including Magnacca, breached his or her duty of loyalty.

In return, Magnacca allegedly guided Radio Shack into an ill-fated recapitalization transaction with Standard General and away from other alternatives that would have brought more value to the company.

Then, they led him to believe that other opportunities awaited him.

For more admissions information and forms, please see the Attorney Forms Section of the courts website at [LINK:href= [LINK:. (JDF) COMPLAINT against Origin Bank f/k/a Community Trust Financial Corporation, as Successor to Cimarron Mortgage Company.

It is possible that the directors may have breached their duty of care.

I find no cognizable claim that any of the directors of Radio Shack, including Magnacca, breached his or her duty of loyalty.

In return, Magnacca allegedly guided Radio Shack into an ill-fated recapitalization transaction with Standard General and away from other alternatives that would have brought more value to the company.

Then, they led him to believe that other opportunities awaited him.

Both defendants' and plaintiff's motions for summary judgment as to plaintiff's equitable claim for restitution were denied, however, because material questions of fact existed as to whether there was a breach of fiduciary obligation or Declaration of Trust and, if so, whether defendants had sufficient notice thereby such that they held the acquired assets as constructive trustees for plaintiff's benefit. Here, the significant variations relate to both the nature of the target and the relief sought as well as the role defendants played in the subject transaction. The TRT trustees decided to pursue alternatives to BCG's offer and "met or otherwise communicated with seven other bidders for the purpose of soliciting either a tender offer for all or part of the TRT shares or an offer to purchase the assets of TRT. After a Canadian company, Unicorp Financial Corporation, decided not to enter into the battle for control of TRT, its president, George Mann, notified SFREI (40% of whose stock was owned by Unicorp) of the TRT opportunity.