United States First Circuit

In plaintiff-shareholder's suit against the directors of a company for breach of fiduciary duty, arising from two transactions in which the company issued equity shares as compensation for agreements made by most of its shareholders to guaranty personally loans made to the company, district court's judgment is affirmed where: 1) even without the business judgment rule, no jury could reasonably find that the directors in emergency conditions breached their duty of care as to the first transaction; and 2) a fact finder could not, on the very thin evidence available, rationally conclude that the directors had carried their burden of proof to show fairness.

Appellate Information

• Decided 10/19/2009
• Published 10/19/2009

Judges

• BOUDIN, Circuit Judge., Before TORRUELLA and BOUDIN, Circuit Judges, and SARIS, District Judge.

Court

• United States First Circuit

Counsel

• For Appellees:
  
• George J. Marcus with whom David C. Johnson and Marcus, Clegg & Mistretta, P.A. were on brief for plaintiff, appellant/cross-appellee., Paul McDonald with whom Theodore A. Small and Bernstein Shur were on brief for defendants, appellees/cross-appellants.