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CitationBayer v. Beran, 49 N.Y.S.2d 2, 1944 N.Y. Misc. LEXIS 2044 (N.Y. Sup. Ct. 1944) Brief Fact Summary. Plaintiffs, Bayer et al., filed a derivative shareholder action against Defendant directors, Beran et al., contesting their decision to pay for radio advertising that employed a director’s wife. Plaintiffs also argued that Defendants needlessly renew the employment contract of Dr. Henri Dreyfus. Synopsis of Rule of Law. A director has a fiduciary duty to support the corporation’s interest over his or her own conflicting interests, and any competing interests renders the bus ...