Which of the following statements is INCORRECT regarding the ‘business judgment rule’? Select one: a. The business judgment rule will not apply if a director or an officer has not conducted proper inquiries and research in connection with a decision to act or not to act. b. The business judgment rule provides a safe harbour for directors and officers in certain situations which might otherwise constitute a failure to exercise due care and diligence. c. Whether a reasonable person would share the belief that a decision is in the best interests of the company is a relevant consideration for the purposes of the business judgment rule, rather than the directors’ or the officers’ subjective belief. d. The business judgment rule is a general defence for all directors’ and officers’ duties.
Question
Which of the following statements is INCORRECT regarding the ‘business judgment rule’?
Select one:
a. The business judgment rule will not apply if a director or an officer has not conducted proper inquiries and research in connection with a decision to act or not to act.
b. The business judgment rule provides a safe harbour for directors and officers in certain situations which might otherwise constitute a failure to exercise due care and diligence.
c. Whether a reasonable person would share the belief that a decision is in the best interests of the company is a relevant consideration for the purposes of the business judgment rule, rather than the directors’ or the officers’ subjective belief.
d. The business judgment rule is a general defence for all directors’ and officers’ duties.
Solution
The incorrect statement regarding the 'business judgment rule' is:
d. The business judgment rule is a general defence for all directors’ and officers’ duties.
This statement is incorrect because the business judgment rule is not a general defense for all directors' and officers' duties. It only provides a defense for decisions made in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. It does not cover all possible breaches of duty, such as breaches of the duty of loyalty or acts of self-dealing.
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