In this case, Broz sat on the board of a cell service company named CIS and was the sole shareholder of a competing cell service company named RFBC. When Broz learned of an opportunity to buy a license to expand into Northern Michigan, he didn't share this news with the CIS board and instead bought the license for RFBC, where he was the sole shareholder. CIS sued, arguing he breached his fiduciary duties by not sharing news of the opportunity with the CIS board. The Chancery Court agreed with CIS. The Supreme Court reversed.

This case lays out and applies the factors to evaluate when a director is required to share an opportunity with the board and when the director is free to take the opportunity.

Cast of Characters

Robert Broz: (i) A director of CIS and the president, (ii) the sole shareholder and president of RFBC, and (iii) the defendant in this case

Cellular Information Systems, Inc. ("CIS"): a cell phone service company that competes with RFBC, and the plaintiff in this case. Broz sits on the board

Mackinac Cellular Corp.: A cell phone service company that is selling the Michigan-2 license

Michigan-2: A license issued by the FCC that gives the holder the right to provide cell service in Northern Michigan

PriCellular, Inc.: A cell phone service that is acquiring CIS

RFB Cellular, Inc. ("RFBC"): A cell phone service company that competes with CIS and is owned by Broz