145) Therefore, even if the common policy arguments for the business judgment rule
are correct--the rule promotes wealth maximization by aligning the risk preferences of directors and shareholders or by allowing market forces to determine the contents of the corporate contract--they fail to legitimate the business judgment rule
Stephens, (3) the Supreme Court of Delaware considered whether the business judgment rule
protected a board's decision to reject a merger proposal and abandon a sale of the company.
Under the business judgment rule
, the directors and officers of the GA and PSP are clothed with the presumption that they acted or will act with bona fide regard for the interests of their respective organizations.
14, 2014) (board of directors not entitled to ample protections of business judgment rule
because its investigation into shareholder allegations did not support its subsequent actions) Jennifer Brining was a shareholder of Sendlater, Inc.
Ultimately, no-vote stock requires courts to abandon the director-protective business judgment rule
barring courts from second-guessing the business judgment of an effective board of directors for these entities, because without the voice of shareholders there is no real board oversight.
If a leveraged transaction is challenged in court by a shareholder, the business judgment rule
provides a highly deferential standard of judicial review of corporate decisions, as long the decision was well-informed and not tainted by fraud, illegality, or self-interest.
The business judgment rule
is a legal principle protecting officers, directors, managers and other agents of a corporation from liability for loss incurred as a result of business decisions that are within their authority and power to make when sufficient evidence demonstrates that the transactions were made in good faith.
The determinative issue in Kenneth Cole was whether the court should apply the business judgment rule
or the entire fairness standard.
2015), that when a majority of a companys disinterested, fully informed, uncoerced stockholders vote in favor of a merger with an acquirer that is not the companys controlling stockholder, the business judgment rule
applies to a claim for breach of fiduciary duty against the companys board of directors and dismissal is typically the result.
It is vitally important that a director take her duties seriously, because a director that acts pursuant to the duty of care is entitled to significant deference in the form of the business judgment rule
In addition, the Circuit Court found that the board's decision to approve the Merger was fully protected by the business judgment rule
and that the plaintiff failed to allege any specific facts showing fraud, illegality or an irrational business judgment.
Court of Appeals for the Fourth Circuit considered whether a failed bank's D&Os were protected from claims of ordinary negligence by North Carolina's business judgment rule