LawBJR
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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