Officers And The Business Judgment Rule

Recently, I came across the following assertion: First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California. Stephen P. Wiman, Thomas D. Long, and David J. Farkas, The Calif. Business Judgment Rule: Does it Apply to Corporate Officers and What Are the Insurance Implications if It Does

Is FDIC v. Van Dellen California’s Smith v. Van Gorkom?

Last Friday, the jury in FDIC v. Van Dellen (C.D. Cal. Case No. CV 10-4915 DSF (SHx)) returned a verdict totalling nearly $169 million against three former officers of the home builder division of IndyMac Bank, F.S.B.  The Office of Thrift Supervision closed the bank in 2008.  As the receiver for the bank, the Federal Deposit Insurance Corporation filed

Should The Articles Of Incorporation Define “Officers”?

Today’s post is devoted to what may seem an unlikely question: should the articles of incorporation define “officers”?  This is an unlikely question because it is the bylaws that typically identify the titles of officers and their duties.  Cal. Corp. Code § 312(a).  Nevertheless, it occurs to me that in at least one circumstance, a