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10 California opinions name it 1 courts 1996–2026 4 in the last five years
The cases below were cited by California 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 |
|---|---|---|
Berg & Berg Enterprises, LLC v. Boylegreen2 sentences2026(Lamden v. La Jolla Shores Clubdominium Homeowners Assn. (1999) 21 Cal.4th 249, 257 .) The business judgment rule is “based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the direc 2023“The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest.” (Berg & Berg Enterprises, LLC v. Boyle (2009) 178 Cal.App.4th 1020, 1045 (Boyle).) A court will not substitute its judgment for the board of director’s judgment if the latter’s decision can be attributed to any rational business purpose. | 2 | 4 |
Kruss v. Boothgreen2 sentences2015The Courts of Appeal have held: “The business judgment rule is a judicial policy of deference to the business judgment of corporate directors in the exercise of their broad discretion in making corporate decisions. [Citation.] ‘The rule is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisi 2015The Courts of Appeal have held: “The business judgment rule is a judicial policy of deference to the business judgment of corporate directors in the exercise of their broad discretion in making corporate decisions. [Citation.] ‘The rule is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisi | 2 | 2 |
Katz v. Chevron Corp.green2 sentences2009(Katz v. Chevron Corp. (1994) 22 Cal.App.4th 1352, 1366 [ 27 Cal.Rptr.2d 681 ]; Barnes, supra, 16 Cal.App.4th at pp. 379-380.)” (Lee, supra, 50 Cal.App.4th at p. 711 .) “ ‘A hallmark of the business judgment rule is that a court will not substitute its judgment for that of the board if the latter’s decision can be “attributed to any rational business purpose.” [Citation.]’ ” (Katz, supra, 22 Cal.App.4th at p. 1366 .) An exception to the presumption afforded by the business judgment rule accordingly exists in “circumstances which inherently raise an inference of conflict of interest” and the ru 2009(Katz v. Chevron Corp. (1994) 22 Cal.App.4th 1352, 1366 [ 27 Cal.Rptr.2d 681 ]; Barnes, supra, 16 Cal.App.4th at pp. 379-380.)” (Lee, supra, 50 Cal.App.4th at p. 711 .) “ ‘A hallmark of the business judgment rule is that a court will not substitute its judgment for that of the board if the latter’s decision can be “attributed to any rational business purpose.” [Citation.]’ ” (Katz, supra, 22 Cal.App.4th at p. 1366 .) An exception to the presumption afforded by the business judgment rule accordingly exists in “circumstances which inherently raise an inference of conflict of interest” and the ru | 2 | 2 |
Eldridge v. Tymshare, Inc.green2 sentences2009(Barnes, supra, 16 Cal.App.4th at p. 378 ; Eldridge v. Tymshare, Inc. (1986) 186 Cal.App.3d 767, 776 [ 230 Cal.Rptr. 815 ].) The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest. 2009(Barnes, supra, 16 Cal.App.4th at p. 378 ; Eldridge v. Tymshare, Inc. (1986) 186 Cal.App.3d 767, 776 [ 230 Cal.Rptr. 815 ].) The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest. | 2 | 2 |
Everest Investors 8 v. McNeil Partnersgreen2 sentences2025Guiding Principles “The business judgment rule is a judicial policy of deference to the business judgment of corporate directors in the exercise of their broad discretion in making corporate decisions. [Citation.] ‘The rule is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisions are based 2015The Courts of Appeal have held: “The business judgment rule is a judicial policy of deference to the business judgment of corporate directors in the exercise of their broad discretion in making corporate decisions. [Citation.] ‘The rule is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisi | 1 | 5 |
Woo Chul Lee v. Interinsurance Exchange of Automobile Clubgreen2 sentences2026(Lamden v. La Jolla Shores Clubdominium Homeowners Assn. (1999) 21 Cal.4th 249, 257 .) The business judgment rule is “based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the direc 2009(Katz v. Chevron Corp. (1994) 22 Cal.App.4th 1352, 1366 [ 27 Cal.Rptr.2d 681 ]; Barnes, supra, 16 Cal.App.4th at pp. 379-380.)” (Lee, supra, 50 Cal.App.4th at p. 711 .) “ ‘A hallmark of the business judgment rule is that a court will not substitute its judgment for that of the board if the latter’s decision can be “attributed to any rational business purpose.” [Citation.]’ ” (Katz, supra, 22 Cal.App.4th at p. 1366 .) An exception to the presumption afforded by the business judgment rule accordingly exists in “circumstances which inherently raise an inference of conflict of interest” and the ru | 1 | 2 |
Lamden v. La Jolla Shores Clubdominium Homeowners Ass'ngreen2 sentences2026(Lamden v. La Jolla Shores Clubdominium Homeowners Assn. (1999) 21 Cal.4th 249, 257 .) The business judgment rule is “based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization’s affairs or expedient for the attainment of its purposes. [Citations.] The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the direc 2025(See, e.g., Lamden, supra, 21 Cal.4th at p. 257 [“ ‘The . . . business judgment rule . . . insulates from court intervention those management decisions which are made by directors in good faith in what the directors believe is the organization’s best interest.’ ”]; accord, Lauckhart v. El Macero Homeowners Assn. (2023) 92 Cal.App.5th 889 , 906 [“ ‘The [business judgment] rule . . . prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest.’ ”]; Everest, supra, 114 Cal.App.4th at pp. 429–430.) 2. | 1 | 2 |
Orman v. Cullmangreen1 sentence2026And it is particularly undermined when a majority of these directors approve transactions while having a material conflict of interest.” (Coley v. Eskaton (2020) 51 Cal.App.5th 943 , 953 (Coley); see accord Orman v. Cullman (Del.Ch.2002) 794 A.2d 5, 23 [a material conflict of interest exists when the benefit to the director “was significant enough ‘in the context of the director’s economic circumstances, as to have made it improbable that the director could perform her fiduciary duties to the . . . shareholders without being influenced by her overriding personal interest’ ”].) “In most cases, | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in California. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Barnes v. State Farm Mutual Automobile Insurance
green
2 sentences2009(Barnes, supra, 16 Cal.App.4th at p. 378 ; Eldridge v. Tymshare, Inc. (1986) 186 Cal.App.3d 767, 776 [ 230 Cal.Rptr. 815 ].) The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest. 1996(Barnes, supra, 16 Cal.App.4th at p. 378 ; Eldridge v. Tymshare, Inc. (1986) 186 Cal.App.3d 767, 776 [ 230 Cal.Rptr. 815 ].) The rule establishes a presumption that directors’ decisions are based on sound business judgment, and it prohibits courts from interfering in business decisions made by the directors in good faith and in the absence of a conflict of interest. | 2 | 1996–2009 |
Scheenstra v. California Dairies, Inc.
green
1 sentence2013(Scheenstra v. California Dairies, Inc., supra, 213 Cal.App.4th at p. 387 ; Berg & Berg Enterprises, LLC v. Boyle, supra, 178 Cal.App.4th at p. 1045 .) "The . . . rule is ' " 'a judicial policy of deference to the business judgment of corporate directors in the exercise of their broad discretion in making corporate decisions.' " [Citations.] [It] is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization's affairs or expe | 1 | 2013–2013 |
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.