Π SHAREHOLDER

BUSINESS JUDGMENT

RULE

DECISION

DUTY OF CAREBurden on Π to

prove Δ was reckless in the decision

making process

DECISION-MAKING

PROCESS EXCULPATION CLAUSE

DE = 102(b)(7)RECKLESS

FAIRNESSEntirely/Intrinsically

Fair

NO

Π SH WINS $$$

NOTFAIR

NEGLIGENT(actually anything less than Reckless)

FAIR

YES

BJR = RIP “BJR is Where Claims Go To Die”