DONMAR Sunroof Products Shortly thereafter, while WAG was arranging with Magna to conduct the audit, WAG was told that Magna would not allow the audit to take place. Solaire 3630 (X1000) features a metal frame with Ch., C.A. Third, WAG is currently distributing and selling sunroof products (including lamella sunroofs) in North America. Optional Whether dissolved or not, WSI will not continue as a joint venture between Magna and WAG. Event Series Spoiler sunroofs are backed by Innovative design and quality manufacturing combine to create a beautiful and practical sunroof. Sunroofs can leak in a number of places. FUNSPORT Funsport 1530. First, WAG acquired and operates Hollandia Sunroofs, Inc. (Hollandia), which markets and distributes sunroofs in the aftermarket industry in the United States. 7. H321L is the WEBASTO HOLLANDIA PRE-OWNED 310L 311L 312L 320L 321L 322L SUNROOF GLASS 33S3LR4124. Webasto 40 Inch Marine Sunroof. Our roofs are exclusively for original equipment by an automotive manufacturer. 1997-2022 All Rights 202(e), and (ii) if there was a formal defect, it was cured because Mr. Kortm testified that the statements made in his demand were true and correct.20. Webasto Sunroof Products Download Catalogue H100 Popup The H100 offers you open-air comfort at an affordable price. Suitable for sport and compact cars where larger sunroofs are too Add To Cart. A very economical manual or electrical sliding rooffor more light and fresh air on board. Magna controls the day-to-day operations of WSI, and therefore controls access to WSI's records. USA SELLER FORD OEM BU5T-14B192-AA RELAY TESTED 1 YEAR WARRANTY FREE SHIPPING F9 (#364065068310). roller shade, full wrap. This action is brought by a director and a 50% stockholder of a joint venture Delaware corporation to inspect the corporation's books and records under 8 Del. The Section 273 action is docketed as In Re Webasto Sunroofs, Inc., Del. Webasto utilizes customized molds, tools and machines for this purpose. a full size luxury electric sunroof featuring Venus privacy glass, full wrap WSI is a joint venture formed under a shareholders agreement dated May 1, 1984 (the Shareholders Agreement) between plaintiff Webasto AG Fahrzeugtechnik (WAG) and a subsidiary of Magna International, Inc. (Magna).2 WSI employs approximately 900 people and in 1998 it had net sales of approximately $201 million. soft-touch electronic control. We also make many of our high quality products available to end customers for retrofitting into their vehicles. Once the shareholder demonstrates its entitlement to inspection, it must also show that the scope of the requested inspection is proper, i.e., that the books and records sought are essential and sufficient to the shareholder's stated purpose.14. Accordingly, it becomes unnecessary to, and I therefore do not, reach the issue of whether the documents described in the demand are essential and sufficient to WAG's purpose. 31. rel. If you have any further questions about our individual solutions for OEMs, please feel free to contact us. Factually, Magna's argument improperly attempts to attribute WAG's allegedly improper purpose to Mr. Kortm, acting in his capacity as a director. Ch., C.A. 12839, 1998 WL 83052, Steele, V.C., Mem. SKYROOF is a registered trademark of Under that Agreement, WAG is to provide technical support to WSI in accordance with certain license agreements, and Magna is to provide management services under a management agreement dated as of August 1, 1984 (Management Agreement).3 Under the Management Agreement, Magna has been exercising day-to-day control over WSI's operations, and is presently exercising control over WSI's position in this litigation.4 But, and as WSI (Magna) concedes in its brief, for the last fifteen years WAG, through its director-designees, has participate[d] in decision making regarding the operation, strategy and financial condition of WSI.5 The record shows that significant financial and other information has been routinely furnished to WAG and Magna. PX 6. We are a small family owned business that has been providing high quality replacement automotive parts since 2004! What is clear is that Magna, by virtue of its day-to-day control of WSI, controls access to those books and records and is now using that control to deny similar access to the other 50% stockholder and co-venturer, WAG. In order to be close to our customers and to meet all requirements, Webasto is represented in three continents with its roof production. with tight radius corners and curved leading edge, dark solar privacy glass, Magna's insistence that Kortm not disclose any information obtained as a result of the inspection to other third parties including other potential competitors, is not unreasonable on its face. Your vehicle manufacturer and local car dealership are not administering this recall. complete range of electric spoiler sunroofs from the world's largest sunroof But even if that conclusion is erroneous, any defect was cured by Kortm's trial testimony. Again for ease of reference, unless otherwise noted, any references to Magna should be understood as including Atoma. We offer digital tours through our Innovation Fair exclusively to our customers. Webasto no longer manufactures aftermarket sunroofs ** DISCONTINUED 2015 **. with tight radius corners and curved leading edge, dark solar privacy glass, In this case, however, the evidence demonstrates the propriety of WAG's purpose with or without a presumption. also). In any event, in response to the demand letter WSI agreed to permit the inspection by Kortm in his capacity as a director, subject to his written confirmation that he and any advisors would inspect and use the books and records only in that capacity; i.e., he would not disclose them to WAG or to any other third parties. WSI argues that WAG's status as an actual or potential competitor also belies its professed valuation purpose. Discontinued Magna has not established a conflict between Kortm's two fiduciary roles. I perceive no reason why Kortm would object to such a condition, so long as the nondisclosure obligation does not include WAG or its representatives. Welcome to Webasto Car Sunroofs Delhi. The Magna subsidiary is Cosma International of America, Inc. (Cosma). We can supply and fit or we offer a next day mail order service,to your door on all stock parts on all U.K. orders. Lighting elements are integrated into the guide rails of the roof system, and colors and patterns can be selected and combined individually, so no two solutions are alike. Clear view of the sky and a breath of fresh air on request? Heating and Cooling Solutions - Webasto Thermo & Comfort 9, 1975) (stockholder entitled to inspect books and records to assist it in deciding how to respond to proposed settlement in pending New York action). During the trial I found that the argument had no merit. I am being told that their 2 stage sunroof has been discontinued to to issues with them. Only the first 500 items are shown. Sunroofs: H100, H300, H400 and H700 | Webasto Sunroofs Components have to withstand long periods of stress, humidity and temperature changes without issue before they are handed over to the customer and used on the road. PX 5. C. 220(c), which pertinently provides: Where the stockholder seeks to inspect the corporation's books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish (1) that such stockholder has complied with this section regarding the form and manner of making demand for inspection of such documents; and (2) that the inspection such stockholder seeks is for a proper purpose, Thus, unlike the case of a director seeking inspection, a stockholder who seeks inspection under 220 must prove by a preponderance of the evidence: (a) its compliance with the form and manner of making a demand specified in the statute, and (b) the propriety of its purpose for seeking inspection, i.e., that the purpose is reasonably related to its interest as a stockholder. Webasto, Hollandia, a full size composite frame electric sunroof packed with features including mechanism provides a larger percentage opening than many other models. size electric sunroof with a luxurious hard panel retractable sunshade. Part Number: 40-Series. In its demand letter, WAG stated that its purpose for seeking inspection was to determine the value of its shareholding interest in WSI. It is well established that the purpose of valuing one's shares in the corporation is proper under 220.21 In these circumstances the genuineness of that purpose appears self-evident. 23. Second, WAG formed a new corporation (Webasto Roof and Body Systems of Lapeer, Michigan) to offer services, products, and engineering technology to its customers in North America. 8. 930 KB. Features cast metal frame Webasto roof systems can be equipped with a wide range of innovative functions. An additional purpose that WAG relies upon is that it was considering financing options, including a public bond issuance, which require an accurate determination of the value of all its assets and investments. Part was as advertized and arrived in perfect condition. Webasto Sunroofs & Components Webasto Sunroofs & Components Kraillinger Strae 5 82131 Stockdorf PO Box 80, 82132 Stockdorf +49 89 8 57 94-0 +49 89 8 57 94-4 48 Webasto Thermo & Comfort Webasto Thermo & Comfort Friedrichshafener Strae 9 82205 Gilching PO Box 1410, 82199 Gilching +49 89 8 57 94-0 +49 89 8 57 94-4 48 installed. Are you interested in our roof systems and want to experience the various solutions and functions in action? WAG is a 50% stockholder in a joint venture corporation owned by only one other 50% stockholder. a full size composite frame electric sunroof packed with features including Accordingly, the only real issue to be decided in connection with Kortm's inspection right is whether that right is properly subjected to one or more of the conditions that WSI (Magna) seeks to impose. TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Stay up-to-date with FindLaw's newsletter for legal professionals. Our colleagues advance the sustainable development of our company,so we can continue toprovide our customers with new solutions. If youd like to see Webastos innovations in-person, but dont have the opportunity to visit our Innovation Fair in Planegg, Germany, Webasto offers customers an exclusive virtual tour. and. 25. You can, for instance, find further informationabout our aftermarket product range at: Aftermarket air conditioning systems for special vehicles, Aftermarket heating solutions for motor home and caravans. Many of the facts critical to a resolution of this controversy are undisputed, but where they are disputed the facts are as found below.1. The second page of the notarization recites: I hereby certify that this document was signed in my Presence by Mr. Franz-Josef Kortm, of Kraillinger Strae 5, D-82131 Stockdorf, identified by his official identity card18, On its face the quoted acknowledgment appears to conform to the requirement that the demand be under oath. For example, the shading can be activated for specific individual roof segments. Intrieri at 1; see also, Milstein v. DEC Insurance Brokerage Corp., Del. big. Energy efficient, environmentally conscious, quiet and compact to fit inside almost any RV. WAG's stated purpose as a stockholder was to value its shareholder interest in WSI.7 It is undisputed that the scope of the requested document inspection is quite broad.8, WAG contends that it submitted the May 31 demand letter in response to Magna having reneged on its undertaking to permit WAG to conduct an audit. 4. This roof platform offers a sleek, low profile design to be able to fit in smaller boats. The Bona Fides of WAG's Stated Inspection Purpose, WSI (Magna) next challenges the bona fides of WAG's stated purpose. This reduces the load on the alternator and lowers fuel consumption. The opening function can be combined with other features, such as attractive design, on-demand window shading and entertainment functions. Innovative products, highly motivated employees, system know-how, manufacturing expertise and the highest quality standards make Webasto the world's No. Until 1998 the two co-venturers' relationship was more or less harmonious. WAG contends, however, that much of that information is not provided to it on a regular basis or in the same detail as is provided to Magna. Polycarbonate is an excellent alternative to glass. Webasto understands market and regional needs and can effectively meet demands. Today, Webasto considers the value a guiding principle for meeting economic, ecological and social responsibility requirements with holistic solutions. Webasto has significantly increased its depth of added value by entering the glass finishing sector. Marine Application Report & Photobook Fountain Pajot MY4S. SKYROOF LS Has anybody heard different? Gilbert., Del.Supr., 144 A.2d 533 (1958); Credit Bureau of St. Paul, Inc. v. Credit Bureau Reports, Inc., Del. Sunroof Manufacturer Part Number: WEBASTO SOLAIRE MODEL 4300 Other Part Number: 1597-W-0100A-B Fitment Type: Direct Replacement Brand: WEBASTO UPC: Does not apply Forest Drive Parts 99.5%Positive Feedback 27K Items sold Visit store Contact "Aftermarket Webasto Solaire Model 4300 Sunroof Glass P." Copyright 2023, Thomson Reuters. International Sunroofs | Aftermarket Automotive Sunroof products worldwide WSI contends, however, that it is entitled to impose conditions that (it asserts) will assure that the inspection will be only in Kortm's directorial capacity. The company produces in the market for the market and works primarily with suppliers in the respective regions. (X-48 Spoiler) is a The acknowledgment evidences that the demand was signed by Kortm, whose identity as the signatory is verified, and that the demand was sworn to and subscribed before the attesting notary. I conclude that they are not. lighted switch and versatile quick-fit trim bezel (can be wrapped). For the reasons next discussed, I conclude that WAG's demand was under oath within the meaning of the statute, and that its stated valuation purpose is, in fact, its true purpose. vwvortex.com is an independent Volkswagen enthusiast website owned and operated by VerticalScope Inc. Corp., Del. 15. Part was correct and shipped timely! What type of aftermarket sunroofs would be a good one to look at if this. As an expert in convertible roof systems, Webasto offers the world's widest variety of convertible tops for this special driving experience - whether retractable hardtop, softtop or hybrid top for exclusive small series or volume models. width rollo sunshade. ( plus VAT and post & packing ) Clio 2 Sunroof Seal - 34.35. composite frame with tight radius corners and curved leading edge, dark solar The defendant is WSI, but only nominally. A very economical manual or electrical sliding rooffor more light and fresh air on board.The roof is fully tested and preassembled including all necessary hardware allowing quick and easy installation. Please do not contact them. for more details: http://www.skyroof.com/skyroofls.htm Learn more. percentage opening in a compact size. Below, we have provided documentation so you can identify whether your sunroof is included in the recall. WPNA is leading this voluntary safety recall to ensure that proper measures are taken to fix the issue. H321M a Webasto exhibits roof module for autonomous driving at CES 2023, Webasto Makeathon: Students develop solutions for sensor integration in the roof, Webasto acquires Luxembourg glass specialist Carlex, Integration of sensors in the roof: Webasto and Bosch present prototype for autonomous driving, The electric future is now: Webasto in the new Lotus Eletre. Event 450QF is At our more than 50 locations, people are the driving force at Webasto. by a 3-Year/36,000 mile Limited Warranty, SKYROOF is a registered trademark of Automotive Restyling By Total Auto Glass & Sunroofs :: Webasto Sunroofs Ch., C.A. See, Thomas & Betts Corp.v. Webasto Sunroofs - Auto Sunroof Shop in Badarpur Adventure year round with Webasto comfort solutions designed for Recreational Vehicles. Webasto is where its customers are. The inbuilt sunroofs are a value addition to your vehicle. That also is incorrect. Low profile As a global market leader with a broad product portfolio, Webasto has a strong global network with customers, suppliers and colleagues. Webasto Series 20 Marine Sunroof. Large-scale panoramic roofs impress with their clear and puristic appearance. Two full-featured electronic packages to position the glass in any desired configuration. Features Home / Tech Docs / Sunroof Sunroof Application Guide (2014 - Current) Application Guide (2013 - 2008) Application Guide (2007 - 1995) Operation ( 20 Documents ) Installation ( 6 Documents ) Service Parts . Webasto and Bosch are for the first time showing their jointly developed prototype in the field of autonomous vehicle sensor integration. 13270, 1994 WL 114807, Allen, C., Mem. Features Subtle lighting elements and coordinated lighting scenarios create a pleasant atmosphere in the vehicle's interior and emphasize the design of the roof. Size 20x34. Send us a message via our contact form and we will get in touch with you. Automotive manufacturers are faced with the challenge of meeting a multitude of global customer requirements. Entry/Comfort H300 THE CONTENTIONS AND THE APPLICABLE LAW. same sunroof, with a wrap capable quick-fit trim bezel, multi-stop. As this Court stated in Helmsman Management Services, Inc. v. A & S Consultants, Inc.:26. a full size composite frame electric sunroof packed with features including With that exception, Magna's other evidence of competitive threat is speculative and unpersuasive. straight front. Accordingly, the only issue presented with respect to Kortm's claimed directorial inspection right is whether any or all of the conditions that Magna seeks to impose are reasonable.13 I conclude, for the reasons discussed in Part III, infra, that with one exception, they are not. eeaadd. These contentions present three issues relating to WAG's inspection rights as a shareholder: (1)Did WAG submit a demand under oath as required by the statute? DONMAR Enterpries, Inc. WEBASTO SOLAIRE HOLLANDIA 300 INALFA EVENT SKYROOF LSS All our sunroofs come with a 3-year warranty. 1997-2022 All Rights Discontinued 2009 - no With this material, weight savings of around 50 percent can be achieved compared to glass. 17171. We use cookies to ensure that we give you the best experience on our website. Because Magna has not shown any risk that Kortm intends to disclose the information to anyone other than WAG, however, it must be presumed that Kortm, as a fiduciary of WSI, will not disclose WSI's proprietary or confidential information to such third parties. With technical expertise, passion, enthusiasm and attention to detail, Webastos employees develop technologies that make vehicle roof systems unique. As a result, platform strategies and modular systems are becoming increasingly relevant. It is a special bonding process in which the visible surface can be fully influenced. I first address WSI (Magna's) argument that the demand was not under oath.. [Return First, many, if not all, of the joint venture's competitive secrets are licensed patents and technological trade secrets and know-how developed by WAG. And while that might ultimately occur if WAG prevails in the Section 273 action, that possibility does not prove that WAG is threatening to do so now, or that Magna may justifiably use its day-to-day control over WSI to prevent Kortm from disclosing the results of his inspection to WAG.17 For the same reason, WSI's (Magna's) attempt to limit Kortm's statutory right to make copies of inspected documents is also unwarranted. What type of aftermarket sunroofs would be a good one to look at if this is the case? Roof systems from Webasto are more than just a roof. 5. Because I find that WAG's stated (valuation) purpose is bona fide, and determine the scope-of-inspection question on that basis, I do not reach or consider the issue relating to WAG's second purpose. C. 273. Discover the wide range of Webasto solutions engineeredspecifically to withstand the harsh environment of the off-highway market. DONMAR. In the latter case, there often is no identifiable corporate interest separate and apart from the interests of the two stockholders or if there is, the interest of the corporation in protecting itself from unwarranted intrusion is considerably diminished. (#364071515243). | Webasto Marine Solutions provide reliable comfort year round. a 3-Year/36,000 mile Limited Warranty. Ch., C.A. WEBASTO SOLAIRE 5300 AFTERMARKET PRE-OWNED SUNROOF GLASS PANEL S1598V5000AA; 1597WA0100AB. Section 220(b) requires that a stockholder seeking inspection must submit to the corporation a written demand under oath. WSI contends that the written demand submitted by plaintiffs was not under oath, because under German law the form of notarization utilized in the demand did not constitute an oath. Ans. Classifications Documentary Artifact. snap-in sunshade. WSI does not explain, however, how Kortm, or for that matter any WSI director, can make informed decisions on such critical matters without access to WSI's corporate books and records. I conclude, for these reasons, that WAG has demonstrated its entitlement to inspection under 220, and that in these specific circumstances the scope of that inspection will be coextensive with the scope of the inspection granted to plaintiff Kortm. lighted switch and full wrap interior. I turn to the remaining issue, which is whether any conditions upon WAG's exercise of those rights should be imposed. Innovative technology trends enhance comfort in the vehicle. American Discount Foods. And yet Webasto's fixed roof systems are more than just a glass roof: the integration of innovative technologies such as switchable glazing or ambient lighting complete the advantages of installation space optimization and weight reduction to create a perfect solution for electromobile use. The advanced technology and design allow for individual freedom. Recieved order today. | Finally, WSI (Magna) argues that (iii) inspection would harm WSI and therefore should be denied, but even if WAG can establish its entitlement to inspection, WAG has failed to show that any of the broad categories of documents it seeks to inspect is essential and sufficient to its stated purpose of valuing its investment. With the Roof Sensor Module, Webasto is helping to shape the future of autonomous driving and offers car manufacturers the opportunity to integrate sensors for autonomous driving functions while retaining their individual vehicle architecture. This is the Opinion of the Court on the merits of the inspection claims. is a deluxe version, witha soft-touch module which features express Features cast aluminum frame with tight radius corners and curved leading edge, See e.g., E.L. Bruce Co. v. State ex. Co., Del. 17586 and 17587, Lamb, V.C., Bench Ruling Tr. (Sport Spoiler) is Event 300QF is 4747 & 4765, 1975 WL 1962, Brown, V.C. 12914, 1993 WL 144604, Allen, C. (Apr. In Stock. One of WAG's director-designees is plaintiff Franz-Joseph Kortm (Kortm), who is WAG's Chief Executive Officer. 17. outside frame. Webasto offers high quality sunroofs systems for boats and yachts to both OEMs and customers looking for retrofit options. Franz-Josef KORTUM and Webasto AG Fahrzeugtechnik, Plaintiffs, v. WEBASTO SUNROOFS INC., a Delaware corporation, Defendant. Tudor Webasto Sunroofs supplied and spares worldwide 27. Webasto has discontinued manufacturing of all aftermarket sunroofs. Nos. Thanks to a high-quality paint coating (Hardcoat AS 4700), the polycarbonate roof is also scratch-resistant and withstands weathering and UV radiation. As previously noted, because WSI (Magna) has conceded that Kortm, as a director, is entitled to inspect all the books and records listed in the demand letter subject to certain limitations, the only issue present is whether WSI's proposed limitations are warranted. Thamk you for you quick service. Sunroof Recall - Webasto Hollandia - SunroofCheck.com width. Moreover, Magna's claim that WAG is engaged in a campaign to compete with, and thereby harm, WSI, is undercut by the fact that WAG's 50% stock interest in WSI represents 20% of WAG's revenues and 25% of its profits. $254.99. What can be better than feeling the sun on your skin, breathing fresh air and enjoying the feeling of freedom? big. Webasto Series 20 Marine Sunroof. On its face the notarization of Mr. Kortm's signature on the demand shows that the demand was under oath. The notarization recites as follows: Subscribed and sworn to me the undersigned Dr. Eberhard Hatzelmann, Richter am Oberlandesgericht a. D., amtlich besteller Vertreter von Dr. Helmut Gbhard, Notar in Starnberg, this 28th day of May 1999. Kortm is a fiduciary of WSI, but he is a fiduciary of WAG as well. Given the 90% gap between budgeted and actual 1998 earnings that occurred under Magna's stewardship, that purpose is credible. Ideal for compact cars and vehicles with shorter rooflines Webasto spoiler sunroofs are designed to fit quickly into nearly any vehicle. Webasto heaters improvebus reliability, as well as reducingfuel usage, engine and DPF maintenance and emissions in all climates. (Sept. 5, 1984). That evidence concerns activities that were not the subject of any protest by or dispute with Magna, until WAG filed the Section 273 dissolution action. DONMAR offers a Copyright 1995-2023 eBay Inc. All Rights Reserved. Work vehicles can stay on the go in any weather, ensuring people and products arrive safely at their destination. Come join the discussion about performance, builds, modifications, classifieds, troubleshooting, maintenance, new releases, and more! Content on vwvortex.com is generated by its users. PX 3 at WSI000146. tight radius corners and curved leading edge, dark solar privacy glass, lighted No. Size 20x33. Choose from endless combinations of A/C, Heating, Sunroof & Shade systems to design the perfect comfort solution for your vessel. Tech Webasto - Sunroof Fourth, WAG has excluded WSI from preparing quotations to develop new business from General Motors and Daimler Chrysler. or Best Offer. Tudor Webasto Sunroofs R&S Coachbuilts have ceased trading and we are pleased to announce that The Trimming Centre is now the sole distributor of Tudor Webasto coachbuilt sunroofs worldwide. (Apr. There can be no waiver of a statutory right unless that waiver is clearly and affirmatively expressed in the relevant document.31. The response to plaintiffs' demand letter of May 31, 1999 was signed by Atoma, as agent for WSI; moreover, WSI is represented in this proceeding by the same counsel that represents Magna in a pending proceeding filed by WAG to dissolve WSI pursuant to 8 Del. Posted on Jan 22, 2022. Low profile complete range of electric spoiler sunroofs from the world's largest sunroof WSI (Magna) concedes that [t]hrough its designees on the board, WAG participates in decision making regarding the operation, strategy and financial condition of WSI. Def. Webasto is characterized by its state-of-the-art materials, technologies and processes, high quality standards, and the expertise of its employees. As the global market leader for parking heaters, roof and convertible roof systems, Webasto is among the 100 largest suppliers to the automotive industry worldwide and employs more than 12,000 people. At that meeting, Kortm stated that he and WAG were dissatisfied with the quality of WSI's financial reporting and its explanation for the variances, and took the position that more detailed explanations were required. For over 35 years Arizona Sun Tops has been the choice of new car dealers due to our outstanding service and quality. size electric sunroof with a luxurious hard panel retractable sunshade. Terms. Tudor Webasto Sunroofs supplied and spares worldwide A very economical manual or electrical sliding rooffor more light and fresh air on board.The roof is fully tested and preassembled including Webasto 40 Inch Marine Sunroof. We are based in Lewes - East Sussex - United Kingdom and have been fitting the Tudor Webasto since 1969. Op. With a Webasto sunroof, you experience every trip with all your senses. Helmsman Management Servs., Inc. v. A & S Consultants, Inc., Del. A clear view of the sky and fresh air on demand? switch, full wrap interior and integral self storing cloth sunshade (roller basic model, without the shade or electronic control. If a ProTec pane breaks in the event of an accident, the film holds the individual glass elements together as a whole. WSI (Magna) argues that if inspection is allowed, WAG will have access to WSI's competitive secrets, which would eliminate any incentives for other bidders, including WAG, to pay for them at a public auction. WSI (Magna) argues that these decisions warrant restrictions on Kortm's choice of agents, but in those cases the agents themselves had conflicts of interest and were actively pursuing activities hostile to the corporation, i.e., a law firm representing individuals who were suing the company and a third party, not otherwise entitled to receive information, actively involved with the company, respectively.