An appraiser valued a subsidiary of Signal Co. at between $230 million and $260 million. One month later, Burmah Oil offered to buy the subsidiary at $480 million, giving Signal only three days to respond. The board of directors accepted the offer without obtaining an updated valuation of the subsidiary or determining if other companies would offer a higher price. Members of the board were sophisticated, with a great deal of experience in the oil industry. A Signal Co. shareholder sued to prevent the sale. Is the Signal board protected by the business judgment rule?

Question

Chaz Stanton

Business

1 February, 02:25

An appraiser valued a subsidiary of Signal Co. at between $230 million and $260 million. One month later, Burmah Oil offered to buy the subsidiary at $480 million, giving Signal only three days to respond. The board of directors accepted the offer without obtaining an updated valuation of the subsidiary or determining if other companies would offer a higher price. Members of the board were sophisticated, with a great deal of experience in the oil industry. A Signal Co. shareholder sued to prevent the sale. Is the Signal board protected by the business judgment rule?

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Answers (1)

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Giuliana Harding · Answer 1

No, because they violated the duty of care

Explanation:

Business judgement rule is a provision that protects the management of a business from frivolous legal action concerning the way it does business.

The court assumes that the management acts in good faith in its fiduciary role, standard of loyalty, prudence, and care.

Duty of care is breached when the management do not make reasonable effort to prevent injury or loss.

In this instance Signal board is not protected by the business judgement rule because they violated duty of care.

Although the offer by Burmah oil is above the valuation a month ago, the board did not bother to do a present valuation or find out if other companies want to buy the subsidiary at a higher price.