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and expansion; and the need to retain sufficient earnings for
working capital. These complexities do not apply to SFLP or
Stranco, which held only monetary or investment assets.
Yet another constraining factor cited by the Supreme Court
was the presence of fiduciary duties held by directors and
shareholders, and it is upon this aspect of the Supreme Court’s
opinion that the estate focuses. The Supreme Court emphasized
that corporate directors and shareholders have a fiduciary duty
to promote the best interests of the entity, as opposed to their
personal interests. The Supreme Court further pointed to a
substantial number of unrelated minority shareholders who could
enforce these duties by suit.
The fiduciary duties present in United States v. Byrum, 408
U.S. 125 (1972), ran to a significant number of unrelated parties
and had their genesis in operating businesses that would lend
meaning to the standard of acting in the best interests of the
entity. As a result, there existed both a realistic possibility
for enforcement and an objective business environment against
which to judge potential dereliction. Given the emphasis that
the Supreme Court laid on these factual realities, Byrum simply
does not require blind application of its holding to scenarios
where the purported fiduciary duties have no comparable
substance. We therefore analyze the situation before us to
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