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Business Judgment Rule
Business Judgment Rule Cartoons

Business Judgment Rule

Blackmore Partners, L.P. v. Link Energy LLC, business judgment rule, exculpatory clause, fiduciary duty.
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Related Cartoons

Interested Partners May Not Vote
Interested Partners May Not Vote
Perretta v. Prometheus Development Company, Inc; A partnership agreement provision that allows an interested partner to count its votes is manifestly unreasonable under California corporations law; limited partner; limited partnership; ratification.
Business Judgment Rule For Directors
Business Judgment Rule For Directors
In re The Walt Disney Co. Derivative Litigation; the law presumes directors act on an informed basis, in good faith, and in the honest beliefof best interests of company; business judgment rule; derivative action; duty of good faith; fiduciary duty.
Partnership Agreements Can Allow Otherwise Prohibited Conducts
Partnership Agreements Can Allow Otherwise Prohibited Conducts
Singer v. Singer; A partner's duty to the partnership is not violated by conduct that is specifically authorized by the partnership agreement; constructive trust.
In-Kind Distribution of Partnership Assets
In-Kind Distribution of Partnership Assets
Dreifuerst v. Dreifuerst; Unless otherwise agreed, partners who have not wrongfully dissolved the partnership have a right to wind up the partnership and force a sale of the partnership assets; partnership at will.
Dissolution of Partnership Requires Liquidation
Dissolution of Partnership Requires Liquidation
McCormick v. Brevig; In dissolution because it is no longer reasonably practicable for a partnership to carry on its business, the partnership assets must be liquidated and the net surplus in cash must be distributed to the partners.
Internal Affairs Doctrine
Internal Affairs Doctrine
Friese v. Superior Court; Laws that regulate securities trading do not relate to the internal affairs of a corporation, so lawsuits relating to the sales of securities are not governed solely by the state of incorporation.
Business Judgment Rule Requires Good Faith
Business Judgment Rule Requires Good Faith
Gantler v. Stephens; The business judgment rule will not apply if directors' actions are motivated by self-interest, rather than the good faith pursuit of a legitimate corporate interest.
Shareholder Approved Stock Option Plan
Shareholder Approved Stock Option Plan
Ryan v. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith.
Acquisition Tender Offer By Controlling Shareholder
Acquisition Tender Offer By Controlling Shareholder
In re Pure Resources, Inc. Shareholder Litigation; Acquisition tender offer by a controlling shareholder must be non-coercive: non-waivable majority of the minority tender condition; consummate a prompt short-form merger; no retributive threats.
Termination of Minority Shareholder
Termination of Minority Shareholder
Gallagher v. Lambert; A minority shareholder in a close corporation who agrees to the repurchase of his shares upon termination of employment acquires no right against at-will discharge.
Minority Shareholder Rights
Minority Shareholder Rights
Nixon v. Blackwell; absent specific contractual provisions, a minority shareholder is not entitled to relief from majority approved corporate actions in a closely held corporation. Elect close corporation status.
Going Private Merger Standard of Review
Going Private Merger Standard of Review
Kahn v. M & F Worldwide Corp.; business judgment standard of review governs going private mergers with a controlling stockholder if independent special committee and informed vote of a majority of the minority stockholders.