Lisa Crain; Cathee Crain; Marillyn Crain Brody; and Kristan Crain Snell, Derivatively on Behalf of Regional Jet…

Summary

The dissent would have granted review, vacated the appellate decision, and affirmed the circuit court's application of the business judgment rule to a sole director's refusal to distribute corporate funds. It reasons that withholding a distribution is not a transaction involving self-dealing and that derivative recoveries belong to the corporation rather than individual shareholders. The dissent therefore objects to remanding for an interested-director inquiry and warns that doing so weakens corporate governance protections.