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Leeway Case Summary

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Relevant Facts Joan sits on the board of directors of ManBank, a large publicly held bank in New York City. A friend of Joan’s, Bob tells her, “I have a dream… I’m looking to start a new airline, but . . . all I need is $300 million.” Joan researches further into Bob’s background and notices he has worked as an assistant regional manager for 12 years at an airline and increased their sales by 28% during his time there. Joan brings this info to the board of directors and they accept. Unfortunately, Bob’s airline goes bankrupt in three years, defaults on the loan and the bank can only recover $150 million. The shareholders are now bringing a derivative lawsuit against Joan for breach of her fiduciary duty of care.
Issues
Are Joan’s actions done in good faith …show more content…

Bennett, 47 N.Y.2d 619 (N.Y. 1979) states, “the responsibility for business judgments must rest with the corporate directors; their individual capabilities and experience peculiarly qualify them for the discharge of that responsibility.” In other words, the court will allow some leeway in their corporate decisions due to their background and experience so the business judgment rule will apply. This case presents a three-person select committee that serves on behalf of the entire board of directors to handle special litigation for this corporation. A shareholder’s derivative action was brought against four of the board of directors in which this special litigation committee decided to terminate it. The shareholder’s felt this was unfair since the three-person committee is not a full representation of the board and the shareholders therefore, they should not be able to make those decisions. The three-person committee is unaffiliated with the 15 member board to keep decisions of the corporation fair. The court of appeals found no evidence proving the three-person committee was not unable to represent the full board and is protected by their decisions under the business judgment

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