Business Judgment Rule: What Attorneys Should Know

Oderah C. Nwaeze
Renée M. Dudek
Christian J. Clark
Oderah C. Nwaeze | Faegre Drinker Biddle & Reath LLP
Renée M. Dudek | Faegre Drinker Biddle & Reath LLP
Christian J. Clark | Faegre Drinker Biddle & Reath LLP
On-Demand: January 16, 2025

2 hour CLE

Tuition: $195.00
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Program Summary

During this 2-hour CLE, we will discuss the primary fiduciary duties owed by corporate directors and officers, as well as the circumstances where management will receive the protections of the “Business Judgment” Rule, a foundational corporate law principle that stops courts from second-guessing corporate decisions made in good faith and in the best interests of their companies. We will also discuss the duties that are derivative of the duties of loyalty or due care, when corporate actions or transactions must be scrutinized under the heightened entire fairness standards, and how to mitigate the conflicts of interest inherent in controller or control group transactions so that corporate management gets the benefit of the Business Judgment Rule. Attendees will gain a broad understanding of the rules, standards, case law, and practical realities that govern the conduct of corporate directors and officers.

Key topics to be discussed:

  • Fiduciary Duties of Corporate Directors and Officers
  • Understanding the Business Judgment Rule and Entire Fairness Standard
  • Mitigating Conflicts of Interest in Controller Transactions

Closed-captioning available

Speakers

Oderah C. Nwaeze_myLawCLEOderah C. Nwaeze | Faegre Drinker Biddle & Reath LLP

Oderah C. Nwaeze is an experienced trial attorney who helps clients resolve complex corporate and commercial disputes. For over a decade, he has led or worked on matters involving shareholder rights; actions arising under Delaware General Corporation Law and Delaware common law; lawsuits stemming from mergers, acquisitions and other corporate transactions; business divorces; and breach-of-contract matters. To be specific, Oderah has experience with “books and-records” demands and litigation, actions to compel an annual meeting, stockholder appraisal litigation, derivative lawsuits, and judicial dissolution of an entity.

 

Renée M. Dudek_myLawCLERenée M. Dudek | Faegre Drinker Biddle & Reath LLP

Renée Dudek is a litigator and appellate lawyer who represents clients in commercial litigation and direct appeals in federal and state courts. She has first- and second-chaired trials, frequently argues critical motions, and regularly writes case-determinative briefs.

 

Christian J. Clark_myLawCLEChristian J. Clark | Faegre Drinker Biddle & Reath LLP

Christian Clark counsels clients in litigation and dispute resolution. His practice includes concentrations in financial services, and government and internal investigation.

Agenda

I. Fiduciary Duties of Corporate Directors and Officers | 2:00pm – 2:40pm

II. Understanding the Business Judgment Rule and Entire Fairness Standard (Part I) | 2:40pm – 3:00pm

Break | 3:00pm – 3:10pm

III. Understanding the Business Judgment Rule and Entire Fairness Standard (Part II) | 3:10pm – 3:30pm

IV. Mitigating Conflicts of Interest in Controller Transactions | 3:30pm – 4:10pm

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Approved for Self-Study Credits
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hours

Delaware

Approved for CLE Credits
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Approved for Self-Study Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hours

Maryland

No MCLE Required
2 CLE Hours

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hours

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General Minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Approved for Self-Study Credits
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hours

Tennessee

Approved for Self-Study Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via Attorney Submission. myLawCLE will supply Washington state attorneys with instructions on how to gain credit.
Wisconsin

Approved for Self-Study Credits
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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