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LawBJR
By mongo
Category: Law. Viewed 1512 times. Created June 2017.     Disclaimer.   
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BJR and the Entire Fairness Doctrine
                 
S/H challenges BoD decision. Burden of proof is on the plaintiff. π alleges violation. Does π meet the burden of proof?
YES
 Did BoD violate Fiduciary Duty of Care?
NO
 Did BoD violate Fiduciary Duty of Loyalty?
NO
 Did BoD violate Fiduciary Duty of Good Faith?
NO
 

NO

YES

YES

YES

Business Judgement Rule applies to protect BoD on the decision
Do Articles of Incorporation have exculpation clause?
 
 
 



YES





 
 BoD is protected