161 N.E.3d
1 opinion
CORPORATIONS – BREACH OF FIDUCIARY DUTY – BUSINESS-JUDGMENT RULE – MINORITY-SHAREHOLDER OPPRESSION – PROCEDURE/RULES: The decisions of the board of directors of a family-owned food-processing business to build a new plant and a freezer fell within the business-judgment rule and did not constitute a breach of fiduciary duty even though those decisions conflicted with the company's strategic plan where the directors engaged in due diligence and performed analyses of the proposed plan to expand manufacturing capacity. A company's level of charitable giving, despite its alleged failure to enforce a previous resolution capping charitable giving enacted at the request of a minority shareholder, was not a breach of fiduciary duty where the charitable contributions were not exceptionally high and did not lead to the conclusion that corporate assets were being wasted or misused. Various instances of alleged self-dealing or mismanagement by officers and directors of a corporation were not breaches of fiduciary duty where the board ratified the decision of the directors or officers or the board investigated charges of alleged misconduct and found them to be unwarranted or implemented appropriate changes.
