business associations (corporations) - duty of care flowchart
TRANSCRIPT
Π SHAREHOLDER
BUSINESS JUDGMENT
RULE
DECISION
DUTY OF CAREBurden on Π to
prove Δ was reckless in the decision
making process
DECISION-MAKING
PROCESS EXCULPATION CLAUSE
DE = 102(b)(7)RECKLESS
FAIRNESSEntirely/Intrinsically
Fair
NO
Π SH WINS $$$
NOTFAIR
NEGLIGENT(actually anything less than Reckless)
FAIR
YES
BJR = RIP “BJR is Where Claims Go To Die”