4-In 2009, Mark McEwen, a personality from the Early Show on CBS, brought a lawsuit against the Baltimore Washington Medical Center. McEwen went to the emergency room at the hospital with symptoms of a stroke, and a doctor told him he had the stomach flu and sent him away. On the plane heading home, McEwen suffered a stroke. Subse-quently, McEwen filed a claim against the medi-cal center, stating that his stroke could have been avoided if the doctor had prescribed aspirin and anticoagulants. How do you think the court decided the case? Do you think the court should hold the doctor responsible, or should the medical cen-ter be held accountable for the doctor’s actions? [ McEwen et al v. Baltimore Washington Medical Center, Inc. et al ( 2009)]. 5-Performance Nutrition, Inc. ( PNI), developed, mar-keted, and sold nutritional supplements. In 1996, Kennedy Capital Management, a major stockholder of PNI, organized an election of the board of direc-tors to put in new management. Anthony Roth, a member of the board of directors, took over as the CEO of PNI. PNI faced financial difficulties, and Naturade, PNI’s primary vendor, was interested in buying the company. Roth and officials at Naturade began negotiations, and Naturade assured Roth that a position would be created for him if the takeover was successful. According to the plan, PNI would file for bankruptcy, and Naturade would purchase its assets. Roth did not share the plan with any other shareholders or members of the board of directors. Although Naturade’s offer was unreasonably low, Roth did not make any efforts to sell PNI’s assets to any company other than Naturade. Before PNI filed for bankruptcy in 1997, Roth signed a letter of intent to sell PNI’s assets to Naturade. Despite the obvious conflict of interest, Roth never included other PNI directors in the decision making. Do you think Roth breached his fiduciary duties to the company? Why or why not? [ In re Performance Nutrition, Inc., 239 B. R. 93 ( 1999).] 6-Performance Nutrition, Inc. ( PNI), developed, mar-keted, and sold nutritional supplements. In 1996, Kennedy Capital Management, a major stockholder of PNI, organized an election of the board of direc-tors to put in new management. Anthony Roth, a member of the board of directors, took over as the CEO of PNI. PNI faced financial difficulties, and Naturade, PNI’s primary vendor, was interested in buying the company. Roth and officials at Naturade began negotiations, and Naturade assured Roth that a position would be created for him if the takeover was successful. According to the plan, PNI would file for bankruptcy, and Naturade would purchase its assets. Roth did not share the plan with any other shareholders or members of the board of directors. Although Naturade’s offer was unreasonably low, Roth did not make any efforts to sell PNI’s assets to any company other than Naturade. Before PNI filed for bankruptcy in 1997, Roth signed a letter of intent to sell PNI’s assets to Nat.

1. 4-In 2009, Mark McEwen, a personality from the Early Show on
CBS, brought a lawsuit against the Baltimore Washington
Medical Center. McEwen went to the emergency room at the
hospital with symptoms of a stroke, and a doctor told him he
had the stomach flu and sent him away. On the plane heading
home, McEwen suffered a stroke. Subse-quently, McEwen filed
a claim against the medi-cal center, stating that his stroke could
have been avoided if the doctor had prescribed aspirin and
anticoagulants. How do you think the court decided the case?
Do you think the court should hold the doctor responsible, or
should the medical cen-ter be held accountable for the doctor’s
actions? [ McEwen et al v. Baltimore Washington Medical
Center, Inc. et al ( 2009)].
5-Performance Nutrition, Inc. ( PNI), developed, mar-keted, and
sold nutritional supplements. In 1996, Kennedy Capital
Management, a major stockholder of PNI, organized an election
of the board of direc-tors to put in new management. Anthony
Roth, a member of the board of directors, took over as the CEO
of PNI. PNI faced financial difficulties, and Naturade, PNI’s
primary vendor, was interested in buying the company. Roth
and officials at Naturade began negotiations, and Naturade
assured Roth that a position would be created for him if the
takeover was successful. According to the plan, PNI would file
for bankruptcy, and Naturade would purchase its assets. Roth
did not share the plan with any other shareholders or members
of the board of directors. Although Naturade’s offer was
unreasonably low, Roth did not make any efforts to sell PNI’s
assets to any company other than Naturade. Before PNI filed for
bankruptcy in 1997, Roth signed a letter of intent to sell PNI’s
assets to Naturade. Despite the obvious conflict of interest,

2. Roth never included other PNI directors in the decision making.
Do you think Roth breached his fiduciary duties to the
company? Why or why not? [ In re Performance Nutrition, Inc.,
239 B. R. 93 ( 1999).]
6-Performance Nutrition, Inc. ( PNI), developed, mar-keted, and
sold nutritional supplements. In 1996, Kennedy Capital
Management, a major stockholder of PNI, organized an election
of the board of direc-tors to put in new management. Anthony
Roth, a member of the board of directors, took over as the CEO
of PNI. PNI faced financial difficulties, and Naturade, PNI’s
primary vendor, was interested in buying the company. Roth
and officials at Naturade began negotiations, and Naturade
assured Roth that a position would be created for him if the
takeover was successful. According to the plan, PNI would file
for bankruptcy, and Naturade would purchase its assets. Roth
did not share the plan with any other shareholders or members
of the board of directors. Although Naturade’s offer was
unreasonably low, Roth did not make any efforts to sell PNI’s
assets to any company other than Naturade. Before PNI filed for
bankruptcy in 1997, Roth signed a letter of intent to sell PNI’s
assets to Naturade. Despite the obvious conflict of interest,
Roth never included other PNI directors in the decision making.
Do you think Roth breached his fiduciary duties to the
company? Why or why not? [ In re Performance Nutrition, Inc.,
239 B. R. 93 ( 1999).]
7-Boston Children’s Heart Foundation ( BCHF) is a nonprofit
corporation organized for the purposes of conducting medical
research and providing medical services to patients at Boston
Children’s Hospital. Nadal- Ginard was the president and a
member of the board of directors of BCHF. He also served as an
investigator for the Howard Hughes Medical Institute ( HHMI),
where he was paid a substantial salary and was involved in
simi-lar research. Nadal- Ginard did not disclose
his employment with HHMI to the other members of the board

3. of directors. He determined his own sal-ary with BCHF,
established a severance benefit plan, and used BCHF funds for
personal expenses. After learning that Nadal- Ginard was a
salaried employee of HHMI, BCHF filed suit, claiming that
Nadal- Ginard breached his fiduciary duties to the corporation.
The district court agreed with BCHF and awarded damages.
Nadal- Ginard appealed the court’s decision, arguing that he did
not breach his fiduciary duty and that no conflict of interest
existed. Do you think the court affirmed the district court’s
decision? Why or why not? [ Boston Chil-dren’s Heart
Foundation, Inc. v. Bernardo Nadal- Ginard, 73 F. 3d 429 (
1996).]
For each assigned case, analyze the issue based on the following
criteria:
Identify the parties involved in the case dispute (who is the
plaintiff and who is the defendant).
Identify the facts associated with the case and fact patterns.
Develop the appropriate legal issue(s) in question (i.e., the
specific legal issue between the two parties).Provide a judgment
on who should win the case - be clear.
Support your decision with an appropriate rule of law.
Be prepared to defend your decision and to objectively evaluate
the other points of view.