Biren v. Equality Emergency Medical Group, Inc.

Opinion

GILBERT, P. J.

Five physicians create a business to provide emergency care in hospitals. The business consists of two corporations in which each physician is a corporate officer, director, and 20 percent shareholder.

This appeal involves a dispute between director, chief financial officer, and shareholder Pamela C. Biren, and the other four directors, officers, and shareholders. Here we conclude, among other things, that the business judgment rule may protect a director who acts in a mistaken but good faith belief on behalf of the corporation without obtaining required shareholder…