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The business judgment rule:

O will protect officers and directors from liability even if they engage in fraudulent activity,
– Provides that an officer or director are relieved of liability to the shareholders if they make an informed decision, act with no conflicts of Interest, and have some rational basis for believing that the decision is in the best interest of the corporation.
– Provides relatively little protection for officers and directors,
– Allows the courts to second-guess the decisions of the board of directors and make their own decision as to the reasonableness of a board’s decision.
2) A board member or an officer will be deemed to have usurped a corporate opportunity:
a) If he receives the opportunity while acting in his corporate capacity
b) If the opportunity is related or connected to an existing or prospective corporate activity.
c) If the corporation was fiscally able to seize advantage of the opportunity.
d) All of the answers are correct.


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