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Business judgment rule
The business judgment rule is a case law-derived doctrine in corporations law where courts defer to the business judgment of corporate executives. This doctrine is rooted in the principle that the "directors of a corporation . . . are clothed with () presumption, which the law accords to them, of being () in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge".〔''Gimbel v. Signal Cos.'', 316 A.2d 599, 608 (Del. Ch. 1974)〕 The rule exists in some form in most common law countries, including the United States,〔 Canada,〔''BCE Inc v 1976 Debentureholders'', 2008 SCC 69 (CanLII), () 3 SCR 560〕 England and Wales,〔Companies Act 2006 section 172; ''Re Smith & Fawcett Ltd'' () Ch 304〕 and Australia.〔Corporations Act 2001, section 180(2); ''Australian Securities and Investments Commission v Rich'' () NSWSC 1229〕
To challenge the actions of a corporation's board of directors, a plaintiff assumes "the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty — good faith, loyalty, or due care".〔''Cede & Co. v. Technicolor, Inc., 634 A.2d 345, 361 (Del. 1993)〕 Failing to do so, a plaintiff "is not entitled to any remedy unless the transaction constitutes waste . . . (is, ) the exchange was so one-sided that no business person of ordinary, sound judgment could conclude that the corporation has received adequate consideration".〔''In re The Walt Disney Co. Derivative Litigation'', 906 A.2d 27 (Del. June 8, 2006)〕
== Basis ==
Given that the directors can not ensure corporate success, the business judgment rule specifies that the court will not review the business decisions of directors who performed their duties (1) in good faith; (2) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the directors reasonably believe to be in the best interests of the corporation.〔''Aronson v. Lewis'', 473 A.2d 805, 812 (1984); ''Kaplan v. Centex Corp.'', Del. Ch., 284 A.2d 119, 124 (1971); ''Robinson v. Pittsburgh Oil Refinery Corp.'', Del. Ch., 14 Del. Ch. 193, 126 A. 46 (1926)〕 As part of their duty of care, directors have a duty not to waste corporate assets by overpaying for property or employment services. The business judgment rule is very difficult to overcome and courts will not interfere with directors unless it is clear that they are guilty of fraud or misappropriation of the corporate funds, etc.〔See ''Aronson v. Lewis'', 473 A.2d 805, 812 (1984); ''Puma v. Marriott'', Del. Ch., 283 A.2d 693, 695 (1971).〕
In effect, the business judgment rule creates a strong presumption in favor of the Board of Directors of a corporation, freeing its members from possible liability for decisions that result in harm to the corporation. The presumption is that "in making business decisions not involving direct self-interest or self-dealing, corporate directors act on an informed basis, in good faith, and in the honest belief that their actions are in the corporation's best interest."〔Black's Law Dictionary. 2001.〕 In short, it exists so that a Board will not suffer legal action simply from a bad decision. As the Delaware Supreme Court has said, a court "will not substitute its own notions of what is or is not sound business judgment"〔''Aronson v. Lewis'', 473 A.2d 805, 812 (Del. 1984)〕 if "the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company."〔''Sinclair Oil Corp. v. Levien'', 280 A.2d 717, 720 (Del. 1971)〕
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