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Case Citations [i] (Fall 2025)

handle is hein.ali/retote0004 and id is 1 raw text is: THE AMERICAN LAW INSTITUTE Fall 2025 Citations RESTATEMENT OF THE LAW, CORPORATE GOVERNANCE (DRAFTS) CHAPTER 2. THE OBJECTIVE OF A CORPORATION § 2.01. The Objective of a Corporation Cal.App.2024. Subsec. (a) quot. in sup. (T.D. No. 1, 2022). Former member of limited-liability company filed a claim for breach of fiduciary duty against company and its board, which offered to buy him out on the basis that he had done no work for years while collecting a share of the profits, after they found that a letter he sent to potential investors and others was threatening and redeemed his shares for zero dollars and ended his relationship with the company. Following a bench trial, this court entered judgment in favor of company and its board, finding that the business-judgment rule insulated them from liability. This court affirmed. The court rejected former member's argument that the business- judgment rule did not apply, because company and its board acted in bad faith, noting that it was not corporate bad faith for board to be frustrated with a team member who was earning high profits for doing nothing, noting that, under Restatement of Corporate Governance § 2.01, the objective of a corporation was to enhance the economic value of the corporation. Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 326 Cal.Rptr.3d 357, 371. CHAPTER 4. DUTY OF CARE AND THE BUSINESS JUDGMENT RULE § 4.02. The Business Judgment Rule Cal.App.2024. Com. (o) quot. in sup. (T.D. No. 1, 2022). Former member of limited-liability company filed a claim for breach of fiduciary duty against company and its board, which offered to buy him out on the basis that he had done no work for years while collecting a share of the profits, after they found that a letter he sent to potential investors and others was threatening and redeemed his shares for zero dollars and ended his relationship with the company. Following a bench trial, this court entered judgment in favor of company and its board, finding that the business-judgment rule insulated them from liability. This court affirmed. The court rejected former member's argument that the business- COPYRIGHT C2025 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.