This podcast episode delves into the complexities of fiduciary duties for directors of venture-backed private companies, shedding light on the landmark Trados case. The discussion highlights the conflicts that arise when preferred shareholders' interests diverge from those of common shareholders, emphasizing the importance of maximizing residual value for the common. The episode explores the Delaware standard of review for board actions and the significance of fair process and price in conflict transactions. It addresses the challenges of startup governance, the need for proper documentation, and the emotional involvement of plaintiffs in Trados lawsuits.
