Robert J. Henrichs, Appellant v. Chugach Alaska Corporation, Appellee

Summary

The court affirmed the jury verdict holding Henrichs liable for breach of fiduciary duty and the superior court's five-year ban on his service on the corporation's board. It held that any omission of repeated reliance-on-counsel language was harmless, that the business judgment rule did not shield the volitional and egregious misconduct at issue or require a gross-negligence instruction, and that the superior court properly declined to instruct on unclean hands and imposed the board-service ban. Justice Winfree, concurring, would emphasize that the statutory standard of care governs whether a director is eligible for business-judgment-rule protection.