Seidman v. Clifton Savings Bank

This appeal requires that we revisit a long-standing rule concerning corporate governance matters and how, in its application, corporate actions are to be gauged. That rule is set forth plainly in Eliasberg v. Standard Oil Co., 23 N.J.Super. 431, 92 A.2d 862 (Ch.Div.1952), aff'd o.b., 12 N.J. 467, 97 A.2d 437 (1953). Commonly referred to as the business judgment rule, it provides that, once the shareholders approve or ratify a proposed corporate action, a court’s scope of review of the transaction is limited: “the court will look into the transaction only far enough to see whether the terms…