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

Summary

The concurrence explains that review was properly denied because the court of appeals correctly held that the business-judgment rule restrains judicial intervention but does not eliminate the courts' duty to remedy wrongful conduct. It agrees that the rule was unavailable because the director was not disinterested and had not satisfied the required information and care obligations. The concurrence also notes that the alleged failure to distribute excess profits may implicate the equitable obligations owed by a controlling shareholder. No separate opinions are included in the record.