Business judgment rule protects
directors and officers for decisions
that they make uh on behalf of the
corporation. And they get that
protection if they do not get a improper
personal benefit and they’re acting in
good faith. And so what the case law
talks about is that courts aren’t going
to sit as armchair quarterbacks with the
benefit of 2020 hindsight and calling
into questions those directors or
officers made. So the question becomes
is you know what information did they
have? What did they rely upon to make
that decision and did they get any sort
of improper benefit and if not they will
get the benefit of the business judgment
rule to protect them from sometimes
there’s just decisions that are made
that don’t pan out. It doesn’t mean that
there was any sort of nefarious conduct
or that they did anything wrong. And
that’s what the business judgment rule
is intended to protect.