Practice point: The rule does not foreclose inquiry into the disinterested independence of the board members chosen to make a corporate decision on the board’s behalf.
Practitioners should note that the rule shields such directors only if they possess a disinterested independence and do not have dual relations that prevent an unprejudicial exercise of judgment.
Case: Allannic v. Levin, NY Slip Op 10212 (1st Dept. 2008)
The opinion is here.
Tomorrow's issue: School Law.
