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Peso Silver Mines Ltd v Cropper
''Peso Silver Mines Ltd v Cropper'', () S.C.R. 673, is a leading Canadian case decided by the Supreme Court of Canada on the fiduciary duty of corporate directors, the boundaries of conflict of interest, and the type of damages that may be obtained in cases of wrongful dismissal.
==Background==
Dickson, a prospector, owned several mineral claims, one of which was contiguous to claims held by Peso Silver Mines. He offered to sell them to Peso, but its board of directors rejected the offer. Mr. Cropper, a managing director and member of the board, was approached later on by three other investors, and the four formed a private company to acquire the claims, and a public company later to take over, finance and develop them.
Some time later, Peso received an offer from another company to acquire a significant interest in it, and that offer was accepted. A term of the offer provided that the number of directors of the appellant should be increased to nine of whom five should be chosen by the new investor. At a meeting of the new board, Cropper, acting in compliance with a notice from the chairman that it was imperative that all officers of the company make full disclosure of their connection with other mining companies, disclosed his private interest in the companies developing the Dickson claims. However, at a subsequent meeting of the board he refused to comply with the chairman's request that he turn over his interest in them at cost. Thereupon a motion was passed rescinding Cropper's appointment as executive vice-president and as a member of the executive committee. He was asked to vacate the offices of the company and the chairman asked him to resign as a director. Cropper refused to resign as a director, but did so later, and his resignation was accepted.
In an action commenced by Peso, a declaration was claimed that the interests in the companies developing the Dickson claims acquired by the respondent were held by him in trust for the appellant, and it was asked that he be required to deliver the shares to the appellant or to account for the proceeds thereof. Cropper counter-claimed for damages for wrongful dismissal.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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