“Director Trendic has conducted himself with behavior that has violated not only attorney-client privilege, but also breached his fiduciary responsibilities as an officer of the corporation by disclosing confidential information to the press, in public meetings and in direct conversations with employees.”

For all of you non-attorneys, the attorney client privilege is inapplicable to this situation. Director Trendic is not an attorney; the OPA is not his client. The attorney-client privilege is a rule that preserves the confidentiality of communications between lawyers and clients. Under this rule, attorneys may not divulge their clients’ secrets, nor may others force them to. Obviously, the purpose of the privilege is to encourage a client to openly share information with his attorney  so the attorney can provide effective representation. King Hill clearly has no comprehension of the attorney-client privilege and its complete inapplicability to Director Trendic.

As for the allegation of “breaching fiduciary duties?” This too, seems to be a reach by the King. A breach of fiduciary duty occurs when the fiduciary acts in the interest of himself, rather than the best interest of the principal, in this case, the OPA he was elected to serve. The actions by Trendic, or any director for that matter, must be free of conflicts of interest and self-dealing. In essence, you can’t use the principal for your own personal advantage. Providing alleged “confidential” information to the press or others is not necessarily a breach of anything, depending upon the nature of the information provided. If providing this information works towards the betterment of the OPA, I don’t see where a breach of fiduciary duty occurs.

Consider this, however. When you have a director engaging in a transaction, or attempting to steer a corporation towards a transaction where the director stands the chance to benefit financially? The burden is on the fiduciary to prove fairness. Any transactions in which a corporate fiduciary stands to derive a personal profit must be subject to intense scrutiny. As way of example, let’s suppose a director has a business interest in, say, a fiber optics company that desires to provide a service to a city at a substantial profit. This type of transaction, initially, would not pass the smell test, on the subject being discussed in this thread.

If anything, the shoe in this case should be on someone else’s foot, not Director Trendic’s.

Just my two cents (and maybe 5 bucks more!)