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Case Citations [1] (July 2020 - April 2021)

handle is hein.ali/alicgv0095 and id is 1 raw text is: PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS PART IV. DUTY OF CARE AND THE BUSINESS JUDGMENT RULE § 4.01 Duty of Care of Directors and Officers; the Business Judgment Rule Ohio App.2020. Cit. in case cit. in sup. Shareholder brought a derivative action against corporation and directors, alleging, inter alia, that directors breached their fiduciary duties by engaging in self-dealing when they entered into a merger agreement with an entity that undervalued corporation, because directors secretly agreed to the sale to prevent the forfeiture of their personal stock and to acquiesce to threats made by an investor. The trial court granted defendants' motion to dismiss. This court affirmed, holding that plaintiff failed to allege sufficient facts stating his claim for breach of fiduciary duties, because the record indicated that the merger negotiations were not discussed secretly, that a proxy statement directors issued to shareholders and the Securities and Exchange Commission revealed directors' compensation structure in detail, and that plaintiff did not allege any facts indicating that investor threatened a proxy fight leading directors to make decisions adverse to shareholders. The court explained that it was unnecessary to determine whether directors were not entitled to protections of the business-judgment rule under Principles of the Law of Corporate Governance § 4.01, because plaintiff failed to make a prima facie case showing that directors acted in bad faith or with disinterest. Zalvin v. Ayers, 157 N.E.3d 256, 263-264. COPYRIGHT ©2021 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination. ALI

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