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Bridgeport holdings liquidating trust

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The duty of loyalty requires a board to act to promote the interests of the corporation without regard for personal gain.

In the context of a solvent corporation, these duties of care and loyalty are owed to the corporation’s shareholders and are enforceable by the corporation, either directly or derivatively through the shareholders.

The CRO did not commence a competitive bidding process for the assets, nor did he hire investment bankers to explore other opportunities.

Neither the CRO nor Bridgeport’s other directors made any substantial effort during the abbreviated due diligence and negotiation period to identify or contact any other potential buyers.

In early June 2003, the company’s secured lenders advised Bridgeport to hire a restructuring advisor.

Bridgeport retained a restructuring advisor in August 2003.

The decision, which is fairly detailed in parsing the various forms of fiduciary misconduct, provides a kind of road map for corporate fiduciaries intent upon limiting their potential exposure in distressed situations.

Among other things, fiduciaries should: (i) recognize that all actions are likely to be examined and second-guessed; (ii) ensure that all actions are taken with the goal of maximizing the value of the corporation; (iii) avoid interested transactions, preferential treatment of some stakeholders at the expense of others, uninformed approval of transactions, or other actions that could result in forfeiture of the protection of the business judgment rule; (iv) ensure that the board of directors meets regularly and is provided with timely and adequate information concerning any proposed transactions; (v) maintain a constant dialogue with the company’s advisors in connection with any proposed transaction; (vi) implement and adhere to a deliberate (and meticulously documented) decision-making process; (vii) fully disclose all facts material to the decision-making process; (viii) in connection with potential transactions, retain investment bankers and/or other financial professionals, obtain fairness opinions, and solicit competing offers; and (ix) remain well informed and proactive in any restructuring process, recognizing that any abdication of duties without adequate oversight can lead to claims of an absence of good faith.

Written Opinion/Memorandum Decision and Order signed on 1/15/2008 Granting Objection of Alper Holdings USA, Inc. 20 and 21) Filed by Flake Plaintiffs (related document(s)67).

It also appointed a restructuring professional as chief operating officer (the “CRO”).

Within 72 hours of his appointment, the CRO decided to sell Bridgeport’s assets to CDW.

(Saenz De Viteri, Monica) Written Opinion/Memorandum Decision and Order signed on 2/25/2008 Granting Objections of Alper Holdings USA, Inc.

to Proofs of Claim Filed by (i) Armstrong Plaintiffs and (ii) Holt Plaintiffs (related document(s)115, 117).