17 Maine opinions name it 2 courts 1988–2021 3 in the last five years
The cases below were cited by Maine courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Rosenthal v. Rosenthalgreen2 sentences2018"The business judgment rule does not, however, protect business decisions that result from fraud or bad faith." Id. 2013“The business judgment rule provides that business decisions made by the directors of a corporation are not subject to judicial review unless they are the result of fraud or bad faith.” Shostak v. Shostak, 2004 ME 75, ¶ 22 , 851 A.2d 515 (citing Rosenthal v. Rosenthal, 543 A.2d 348, 353 (Me.1988)). 4 The rationale for the rule is that “it falls outside the proper judicial domain to inquire into and second-guess the prudence of particular business decisions honestly reached by those entrusted with the authority to determine what course of action best advances the well-being of the enterprise.” | 8 | 9 |
WahlcoMetroflex, Inc. v. Baldwingreen2 sentences2020Co., 114 Me. 361,365 , 96 A 244,246 (1916)); see also WahlcoMetroflex, Inc. v. Baldwin, 2010 ME 26 , ,r 16, 991 A.2d 44 (in the context of determining whether a corporate officer is entitled to the protection of the business judgment rule, "[g]ross negligence is defined as 'reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason."'). 2020Co., 114 Me. 361,365 , 96 A 244,246 (1916)); see also WahlcoMetroflex, Inc. v. Baldwin, 2010 ME 26 , ,r 16, 991 A.2d 44 (in the context of determining whether a corporate officer is entitled to the protection of the business judgment rule, "[g]ross negligence is defined as 'reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason."'). | 2 | 2 |
Gay v. Gay's Super Markets, Inc.green2 sentences2002See, e.g., Rosenthal v. Rosenthal, 543 A.2d 348, 352-54 (Me. 1988); Gay v. Gay's Super Markets Inc., 343 A.2d 577, 580 (Me. 1975)? 2002Neither of these arguments are sufficient to overcome the business judgment rule, notwithstanding plaintiffs’ unsubstantiated suspicions that the Bank directors and managers are harboring an intent to convert sometime in the future. 1° In sum, while cases involving holders of preferred stock demonstrate that contractual claims to compel payment of dividends may be brought in appropriate circumstances, see New England Trust Co. v. Penobscot Chemical Fibre Co., 142 Me. 286 , and common stockholders may also seek to compel dividends notwithstanding the business judgment rule if the directors’ fai | 2 | 2 |
Bouchard v. Dirigo Mutual Fire Insurancegreen2 sentences2020Co., 114 Me. 361,365 , 96 A 244,246 (1916)); see also WahlcoMetroflex, Inc. v. Baldwin, 2010 ME 26 , ,r 16, 991 A.2d 44 (in the context of determining whether a corporate officer is entitled to the protection of the business judgment rule, "[g]ross negligence is defined as 'reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason."'). 2018Co., 114 Me. 361, 365 , 96 A. 244, 246 (1916)); see also WahlcoMetroflex, Inc. v. Baldwin, 2010 ME 26 , ~ 16, 991 A.2d 44 (in the context of determining whether a corporate officer is entitled to the protection of the business judgment rule, "[g]ross negligence is defined as 'reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason.'"). | 1 | 2 |
Ramsey v. Baxter Title Co.green2 sentences2013II Ass’n v. Martel, 2001 *1256 ME 112, ¶ 21, 775 A.2d 1166 (quotation marks omitted); see Ramsey, 2012 ME 113, ¶ 7 , 54 A.3d 710 (concluding that a complaint was insufficient when it “merely recit[ed] in conclusory fashion” necessary elements of a claim). [¶ 16] An absolute refusal to enforce a condominium rule might be actionable as a decision made in bad faith unprotected by the business judgment rule. 2013II Ass’n v. Martel, 2001 *1256 ME 112, ¶ 21, 775 A.2d 1166 (quotation marks omitted); see Ramsey, 2012 ME 113, ¶ 7 , 54 A.3d 710 (concluding that a complaint was insufficient when it “merely recit[ed] in conclusory fashion” necessary elements of a claim). [¶ 16] An absolute refusal to enforce a condominium rule might be actionable as a decision made in bad faith unprotected by the business judgment rule. | 1 | 1 |
In Re Southeast Banking Corp.green1 sentence2012See, e.g., In re Southeast Banking Corp., 827 F. Supp. 742 , 754-55 (S.D. | 1 | 1 |
In Re Walt Disney Co. Derivative Litigationgreen2 sentences2010In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del.2006); Emerald Partners v. Berlin, 787 A.2d 85, 90-91 (Del.2001). [¶ 16] When the business judgment rule applies, the standard to determine a breach of the fiduciary duty of care is gross negligence. 2010In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del.2006); Emerald Partners v. Berlin, 787 A.2d 85, 90-91 (Del.2001). [¶ 16] When the business judgment rule applies, the standard to determine a breach of the fiduciary duty of care is gross negligence. | 1 | 1 |
Aronson v. Lewisgreen2 sentences2010Aronson v. Lewis, 473 A.2d 805, 812 (Del.1984), overruled on other grounds by Brehm v. Eisner, 746 A.2d 244, 253-54 (Del.2000). 2010Gross negligence is defined as “reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason.” Benihana of Tokyo, Inc. v. Benihana, Inc., 891 A.2d 150, 192 (Del.Ch.2005) (quotation marks omitted). [¶ 17] The business judgment rule, however, does not apply when officers “have either abdicated their functions, or absent a conscious decision, failed to act.” Aronson, 473 A.2d at 813 . | 1 | 1 |
Benihana of Tokyo, Inc. v. Benihana, Inc.green1 sentence2010Gross negligence is defined as “reckless indifference to or a deliberate disregard of the whole body of stockholders or actions which are without the bounds of reason.” Benihana of Tokyo, Inc. v. Benihana, Inc., 891 A.2d 150, 192 (Del.Ch.2005) (quotation marks omitted). [¶ 17] The business judgment rule, however, does not apply when officers “have either abdicated their functions, or absent a conscious decision, failed to act.” Aronson, 473 A.2d at 813 . | 1 | 1 |
Emerald Partners v. Berlingreen2 sentences2010In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del.2006); Emerald Partners v. Berlin, 787 A.2d 85, 90-91 (Del.2001). [¶ 16] When the business judgment rule applies, the standard to determine a breach of the fiduciary duty of care is gross negligence. 2010In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del.2006); Emerald Partners v. Berlin, 787 A.2d 85, 90-91 (Del.2001). [¶ 16] When the business judgment rule applies, the standard to determine a breach of the fiduciary duty of care is gross negligence. | 1 | 1 |
Brehm v. Eisnergreen1 sentence2010Aronson v. Lewis, 473 A.2d 805, 812 (Del.1984), overruled on other grounds by Brehm v. Eisner, 746 A.2d 244, 253-54 (Del.2000). | 1 | 1 |
Radol v. Thomasgreen1 sentence1988See Radol v. Thomas, 772 F.2d at 257-58 ; Principles of Corporate Governance: Analysis and Recommendations pt. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Maine. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Vitorino America v. Sunspray Condominium Association
green
2 sentences2021Ass’n, 2013 ME 19, ¶¶ 15-16 , 61 A.3d 1249 (affirming dismissal pursuant to Rule 12(b)(6) because more than conclusory assertions of bad faith were required to make the business judgment rule inapplicable, and the actions recited in the complaint did not reflect such bad faith). 2021Ass’n, 2013 ME 19, ¶¶ 15-16 , 61 A.3d 1249 (affirming dismissal pursuant to Rule 12(b)(6) because more than conclusory assertions of bad faith were required to make the business judgment rule inapplicable, and the actions recited in the complaint did not reflect such bad faith). | 2 | 2021–2021 |
Shostak v. Shostak
green
2 sentences2020Under the business judgment rule, "business decisions made by directors of a corporation are not subject to judicial review, unless they are the result of fraud or bad faith." Shostak v. Shostak, 2004 ME 75 , ii 22, 851 A.2d 515 . 2020Under the business judgment rule, "business decisions made by directors of a corporation are not subject to judicial review, unless they are the result of fraud or bad faith." Shostak v. Shostak, 2004 ME 75 , ii 22, 851 A.2d 515 . | 2 | 2013–2020 |
Seacoast Hangar Condominium II Ass'n v. Martel
green
2 sentences2013II Ass’n v. Martel, 2001 *1256 ME 112, ¶ 21, 775 A.2d 1166 (quotation marks omitted); see Ramsey, 2012 ME 113, ¶ 7 , 54 A.3d 710 (concluding that a complaint was insufficient when it “merely recit[ed] in conclusory fashion” necessary elements of a claim). [¶ 16] An absolute refusal to enforce a condominium rule might be actionable as a decision made in bad faith unprotected by the business judgment rule. 2005This modification of the business judgment rule is reinforced in Seacoast Hangar Condominium Ass'n v. Martel, 2001 ME 112 , 775 A.2d 1166 whch discusses the concept of bad faith saying that it "imports a dishonest purpose and implies wrongdoing or some motive of self interest." It further quotes Black's Law Dictionary 134 (7' ed. 1999) as bad faith means, "Dishonesty of belief or purpose . . . " The first issue to be addressed is the question of whether the State Fire Marshal's permit should have been issued and, if so, who presently bears the responsibility for its accomplishment. | 2 | 2005–2013 |
Meridian Medical Systems, LLC v. Epix Therapeutics, Inc.
neutral
1 sentence2021Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 , ¶ 37, 250 A.3d 122 (quoting Rosenthal v. Rosenthal, 543 A.2d 348, 353 (Me. 1988)). | 1 | 2021–2021 |
Brandt v. Bassett
green
1 sentence2012Fla.1993), rev'd in part on other grounds, 69 F.3d 1539 (11th Cir.1995) ("[T]he fact-based Business Judgment Rule defense should not be considered on a Motion to Dismiss") (citations omitted)). | 1 | 2012–2012 |
In Re Caremark International Inc. Derivative Litigation
green
1 sentence2010The court went on to explain that later cases appear to have “eclipsed Rabkin by implicitly accepting that gross negligence is the appropriate standard even in cases of director inaction and lack of oversight.” Id. (citing In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del.Ch.1996); Seminaris v. Lando, 662 A.2d 1350 (Del.Ch.1995); In re Baxter Int’l, Inc. Shareholders Litig., 654 A.2d 1268 (Del.Ch.1995)). [¶ 19] Thus, Delaware law requires gross negligence to establish a breach of the duty of care even when the protections of the business judgment rule do not apply. | 1 | 2010–2010 |
In Re Walt Disney Co. Derivative Litigation
green
2 sentences2010In re Walt Disney Co. Derivative Litig., 907 A.2d 693 , 748 & n. 418 (Del.Ch.2005). 2010The court went on to explain that later cases appear to have “eclipsed Rabkin by implicitly accepting that gross negligence is the appropriate standard even in cases of director inaction and lack of oversight.” Id. (citing In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del.Ch.1996); Seminaris v. Lando, 662 A.2d 1350 (Del.Ch.1995); In re Baxter Int’l, Inc. Shareholders Litig., 654 A.2d 1268 (Del.Ch.1995)). [¶ 19] Thus, Delaware law requires gross negligence to establish a breach of the duty of care even when the protections of the business judgment rule do not apply. | 1 | 2010–2010 |
In Re Baxter International, Inc. Shareholders Litigation
green
1 sentence2010The court went on to explain that later cases appear to have “eclipsed Rabkin by implicitly accepting that gross negligence is the appropriate standard even in cases of director inaction and lack of oversight.” Id. (citing In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del.Ch.1996); Seminaris v. Lando, 662 A.2d 1350 (Del.Ch.1995); In re Baxter Int’l, Inc. Shareholders Litig., 654 A.2d 1268 (Del.Ch.1995)). [¶ 19] Thus, Delaware law requires gross negligence to establish a breach of the duty of care even when the protections of the business judgment rule do not apply. | 1 | 2010–2010 |
Seminaris v. Landa
green
1 sentence2010The court went on to explain that later cases appear to have “eclipsed Rabkin by implicitly accepting that gross negligence is the appropriate standard even in cases of director inaction and lack of oversight.” Id. (citing In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del.Ch.1996); Seminaris v. Lando, 662 A.2d 1350 (Del.Ch.1995); In re Baxter Int’l, Inc. Shareholders Litig., 654 A.2d 1268 (Del.Ch.1995)). [¶ 19] Thus, Delaware law requires gross negligence to establish a breach of the duty of care even when the protections of the business judgment rule do not apply. | 1 | 2010–2010 |
New England Trust Co. v. Penobscot Chemical Fibre Co.
green
1 sentence2002Neither of these arguments are sufficient to overcome the business judgment rule, notwithstanding plaintiffs’ unsubstantiated suspicions that the Bank directors and managers are harboring an intent to convert sometime in the future. 1° In sum, while cases involving holders of preferred stock demonstrate that contractual claims to compel payment of dividends may be brought in appropriate circumstances, see New England Trust Co. v. Penobscot Chemical Fibre Co., 142 Me. 286 , and common stockholders may also seek to compel dividends notwithstanding the business judgment rule if the directors’ fai | 1 | 2002–2002 |
Counted by distinct opinions that both name this issue and are annotated to the section; sections every opinion cites regardless of issue are not filtered here, so read the counts against the total above.
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.