Business Associations

Corporate Duty of Care

In a corporate duty of care case, the corporation must show that the fiduciary breached his duty of care and is not protected business judgment rule.

Business Judgment Rule

To be protected by the business judgment rule a decision must be made:

  1. In good faith
  2. Without a conflict of interest
  3. With a reasonable decision-making process.

If a decision is covered by the business judgment rule, it will not be questioned as long as there was some rational basis for making the decision.