A fiduciary relationship is founded on trust or confidence.We (shareholders) placed our trust, confidence and responsibility in our Board of Directors.They owe us moral accountability,

The following test was constructed in the opinion for Grobow v. Perot, 539 A.2d 180 (Del. 1988), as a guideline for satisfaction of the business judgment rule. Directors in a business should:

• act in good faith;
• act in the best interests of the corporation;
• act on an informed basis;
• not be wasteful;
• not involve self-interest (duty of loyalty concept plays a role here).

Under the Delaware General Corporation Law, the business judgment rule is the offspring of the fundamental principle, codified in Del. Code Ann. tit. 8, § 141(a), that the business and affairs of a Delaware corporation are managed by or under its board of directors. In carrying out their managerial roles, directors are charged with an unyielding fiduciary duty to the corporation and its shareholders.[11] The rationale for the rule is the recognition by courts that, in the inherently risky environment of business, Boards of Directors need to be free to take risks without a constant fear of lawsuits affecting their judgment.[12]

The presumption raised by the Business Judgment Rule may be rebutted by the plaintiff. "The business judgment rule is a presumption that in making a business decision, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company. Thus, the party attacking a board decision as uninformed must rebut the presumption that its business judgment was an informed one."[11] Further, rebuttal typically requires a showing that the defendants violated duty of care or loyalty (with courts assuming director's good faith otherwise).

If the plaintiff can show that an action should not be protected by the business judgment rule (such as when a director decides to give over a certain percentage of the company's profits to charity (duty of care violation) or lines his/her own pockets with company's money (self-interest/duty of loyalty violation)), then the burden will shift to the defendant to show that the action meets the burden of good faith/rational decision. In many cases, it is relatively easy for a director to find some rational reason for his actions and, with the courts using the business judgment rule, the case will likely be dismissed (U.S. courts disdain getting involved in business matters).

Frequently, the winning cases for plaintiffs involving the business judgment rule involve acts constituting corporate waste. Also, note that some Board decisions lie outside the business judgment rule. For instance, in the takeover context, courts will apply the more stringent Unocal test, also called intermediate scrutiny.

One of the earliest cases, Dodge v. Ford Motor Co., ruled, for example, that "courts of equity will not interfere in the management of the directors unless it is clearly made to appear that they are guilty of fraud or misappropriation of the corporate funds, or refuse to declare a dividend when the corporation has a surplus of net profits which it can, without detriment to its business, divide among its stockholders, and when a refusal to do so would amount to such an abuse of discretion as would constitute a fraud, or breach of that good faith which they are bound to exercise towards the stockholders."[

http://en.wikipedia.org/wiki/Business_judgment_rule (emphases by me)

When Robert Nielsen was removed as the third manager of PDS, Carlton Johnson had the right, pursuant to the PNewco Operating Agreement, to demand Arbitration for the appointment of the third member.He never exercised that right which deprived Patriot Shareholders a third vote whenever TPL and Patriot could not reach a decision on matters that may have effected shareholder value. (How was this in the best interest of Patriot)

Pursuant to the PNewco Operating Agreement, directors will not receive compensation for being directors of PDS.Carlton Johnson, through his powers as a Director of Patriot gave himself $3000 per month as compensation for his participation on the PDS management committee when clearly the Operating Agreement for the Joint Venture did not require such payment.

Patriot has referred to TPL as nothing more than a holding company when in fact, Patriot appears to be nothing more than a holding company.As such, our Directors and interim CEO are being unjustly rewarded for the work they do.

Pursuant to the PNewco Operating Agreement, Patriot had the right to a larger percentage of the Joint Venture in the event that TPL could not meet a capital call.Patriot time and again covered TPL’s capital call thereby depriving Patriot shareholders of a larger percentage of MMP revenues.

Gloria in her own words was threatened by TPL for insider trading.Through a shareholder action we should be able to find out from Dan Leckrone (under oath) exactly what he knows about this.

Corrections welcome

Any other bullet points that might be helpful to an attorney, should one be retained in the future, would be most helpful.If we can come up with a comprehensive list of things for an attorney to consider, then each shareholder of like mind, might consider calling one attorney to discuss shareholder grievances/evidence.Through a group effort, we may find that one attorney who is willing to do this on a contingency basis. Perhaps Ron or Brian might consider putting together this list of bullet points from information they already have.