the after school care corporation owned more than forty day care centers specializing in providing care to elementary school aged children in the afternoons the

Holmes proposed the sale to the After-School board of directors. The directors were divided on the issue because they were not certain whether branching out into nursery care would be a smart move. As funds were not available, however, they saw no need to vote on the issue at that time. Holmes decided that he would try to purchase Pro Providers on his own. After securing a loan, Holmes entered into negotiations with Stein. They agreed on a price of $900,000, and the sale went through. Holmes did not inform the board of his activity until after the sale was completed.