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
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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

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