id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
inlawrev-2434	Bowman, S. Andrew	The Business Judgment Rule: The End of a Clear Trend in Corporation Law	1981	30	.pdf	application/pdf	13477	668	62	can be maintained only if the stockholder shall allege and prove that the direc- tors of the corporation are personally involved or interested in the alleged wrongdoing in a way calculated to impair their exercise of business judgment on behalf of the corporation, or that their refusal to sue reflects bad faith or breach of trust in some other way.29 The Delaware courts use such language as fraud or gross over- reaching, 30 bad faith or abuse of discretion, 31 fraud, misconduct, or abuse of discretion, 32 profited at the expense of the corporation, 33 and improper motive ... or a reckless indifference to or a deliberate disregard of the stockholders 34 to describe what the plaintiff must allege and show to overcome the business judg- ment defense. [Vol. 14:617 Citing Abbey v. Control Data Corp. 96 and Auerbach v. Bennett91 as reflecting a clear trend in corporate law,98 the Lewis court held that the good faith exercise of business judgment by a special litigation committee of disinterested directors is immune to attack by shareholders or the courts.	cache/inlawrev-2434.pdf	txt/inlawrev-2434.txt