In reaching its conclusion, the Fourth Circuit applied the BJR
in an alarmingly different way than the district court, thereby highlighting the uncertainty and ambiguity still surrounding proper application of the rule.
However, the BJR
presumption can be overcome if director misconduct
This inquiry is a highly deferential one: the BJR
operates on the "presumption that in making a business decision, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was taken in the best interests of the company....
Would doing so shift the standard from the entire fairness standard to the BJR
? Although in the years since Kahn v.
JANTALIA, CP., RESCK, DVS., ALVES, BJR
., ZOTARELLI, L., URQUIAGA, S.
Under the BJR
, a company's directors are given liberal discretion to make management and policy decisions, and a court should not substitute its judgment for that of the directors.
The Business Judgment Rule ("BJR
") first appeared in Alaska in 1975 after a fire destroyed a small factory in Fairbanks that was owned by Alaska Plastics, Inc.
(3) The judge-made business judgment rule (BJR
) expands on the statute by safeguarding the power of the board of directors from judicial scrutiny.
shields both officers and directors from personal liability, as well as board decisions from judicial review.