Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

BUSINESS JUDGMENT RULE AS PRESUMPTION

Business judgment rule is a presumption of regularity

That is, absent self-dealing or other breach of duty of loyalty, directors acted (a) in good faith, (b) on an informed basis, and (c) with an honest belief action is in corporation’s best interests

13

DELIBERATION

Q: Why worry about deliberation? A: Only through proper deliberation can directors take advantage of the “Business Judgment Rule”, or the presumption by courts that directors’ action was made conformance with the directors’ fiduciary duties

14