"In the transactional context, [an] extreme set of facts [is] required to sustain a disloyalty claim premised on the notion that disinterested directors were intentionally disregarding their duties". The trial court denied summary judgment because the Lyondell directors' "unexplained inaction" prevented the court from determining that they had acted in good faith.
Under the new law shareholders could potentially sue directors of these companies for disregarding their duty to protect the environment and the community.
That the director defendants knew of signs of a deterioration in the subprime mortgage market, or even signs suggesting that conditions could decline further, is not sufficient to show that the directors were or should have been aware of any wrongdoing at the Company or were consciously disregarding a duty somehow to prevent Citigroup from suffering losses.
In practice, however, the SFEs focused on industrial timber exploitation disregarding their duty to protect forests (Nguyen Van Dang et al. 2001).
Gottfried von Haberler in The Theory of International Trade (1937) suggested that the best way to distinguish between revenue duties and protective duties (disregarding the motives of the legislators) is to compare their effects on domestic versus foreign producers.
If the captain disregarded his duties, the company could argue that it was not responsible for his behavior.
But the more effective community groups and voluntary initiatives become, the harder it is for governments to disregard their duties.
The warning signs alleged by plaintiffs are not evidence that the directors consciously disregarded their duties or otherwise acted in bad faith; at most they evidence that the directors made bad business decisions.
And it may not be assumed that the commission would have disregarded its duty.
As I have said numerous times now, judges are in no position to second guess well-informed business decisions made in good faith, and the allegations in the Complaint are not sufficient to suggest that the directors knowingly or in bad faith disregarded their duty to monitor.
Petitioner urges that these articles, which contain on their face no explicit call upon the military to disobey orders, act in a disloyal manner, mutiny or disregard their duty, cannot be a violation of the statute because they offer no proof of the necessary intent and none is offered outside of the papers themselves.
