We're missing a lot of information that we'd need to offer a full answer. Here are some of the things that will probably drive the analysis:
the type of counselor we're talking about;
the types of information the counselor disclosed;
the reason she disclosed it;
the job functions of the people to whom she disclosed it;
the reason the client is bothered by ...
Do the directors appointed by the preferred stockholders have a
fiduciary responsibility to all of the shareholders or just the
preferred shareholders? That is, can they act in the best interests of
the preferred stockholder without regard to the interests of the
The duties of directors of corporations are usually set out of the ...
does the conduct of Ms P and Mr Q rise to the level of fraud?
Yes, it does if it can be proved that Ms P's misconduct actually caused losses to her employer or other cognizable stakeholders. The only entities with standing to proceed against Ms P are the ones incurring losses as a result of Ms P's conflict of interest.
Your inquiry does not reflect how or ...
If any of the information disclosed was Protected Health Information (PHI) under the federal HIPPA law, the disclosures might violate that law. Providers, which would usually include therapists are subject to HIPPA. However, HIPPA has several permitted grounds for disclosures, and this case might well fall under one of them.
How would I go about (in these negotiating times) to avoid such a scenario?
You can't, although a well-thought contract reduces the chances of loss. Even if you hire an expensive attorney and sue the buyer or company, you still are at risk of losing everything because there are many incompetent lawyers and many corrupt judges. The judge presiding your case ...
It is important to only enter into this partnership with someone you trust but you and the investor will have different incentive structures and may very well have different views of the company as time goes on. The investor does not need to be a dishonest person to decide that you might need to be demoted from CEO at some point, for example. You may differ ...
Because he wanted to
Why he wanted to only he and whoever he's told knows.
An out of court settlement is simply a deal that comes at the end of a negotiation - possibly a long and arduous negotiation. People make deals based on what they think is in their own best interests. This may not be going to court for many years, funding that litigation for an ...
Under Australian Corporations Act s181 a director owes a duty to the corporation - not to the shareholders or any subset of them. This duty is not a fiduciary one in general - they must exercise care and diligence that a reasonable person would exercise subject to the business judgement rule s180.