It exemplifies that the Delaware courts spend considerable resources inquiring into whether a director has had an actual conflict of interest, as opposed to the traditional common law approach which demanded that there should be no possibility of a conflict.

Broz, as owner of RFB, was approached by Mackinac, a tele-license broker, who offered him another opportunity for a license in Michigan.

Broz discussed the matter informally with the CIS board, but did not tell them that he had started negotiating for the license; Broz believed that CIS would not be interested in the opportunity, because at the time it was shedding licenses to try and stave off bankruptcy.

The Delaware Supreme Court held that Broz was not under any obligation to offer the Michigan-2 licence to the CIS board, the opportunity being one that had come to him personally.

The plaintiff company had lacked both the interest and the financial means to acquire the licence for itself.