Lee Gray was a director, president, and treasurer of HMG/ Courtland Properties, Inc. (HMG), a publicly held real estate investment trust, and of its investment adviser Courtland Group, Inc. As such, he negotiated the terms of a joint venture with Norman Fieber, another HMG director, for the development of a portfolio of properties located in the northeastern United States. During the course of the negotiations, Gray told Fieber that Martine Avenue Associates, a general partnership controlled by Gray and his sister, would be interested in co-investing with Fieber as a buyer of an interest in the properties. Neither Gray nor Fieber disclosed that possibility to HMG, but all parties agreed that the negotiated price was fair and reasonable. Martine did ultimately join a group of investors on Fieber’s side of the transaction in May 1986, but HMG did not learn of Gray’s economic interest in Martine until October 1996. Did either Gray or Fieber violate their fiduciary duties to HMG? [HMG/Courtland Properties, Inc. v. Gray, 749 A.2d 94 (Del. Ch. 1999).]