What is the business judgment rule for a director of a business?

The business judgment rule, codified in Corporations Code section 309, subdivision (b)(2), provides that: "In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:... [] (2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence." In interpreting the actions of a director of a business, we are generally required to defer to the director's judgment in the propriety of his actions. The exception is where, as here, there is an issue of fraud, the business judgment rule does not apply. (Everest Investors 8 v. McNeil Partners (2003) 114 Cal.App.4th 411, 432.) "'"The

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assessment of fraud or bad faith is a function courts are accustomed to perform, and in performing it the courts do not intrude upon the process of business decisionmaking beyond assuring that those decisions are not improperly motivated."' [Citations.]" (Desaigoudar v. Meyercord (2003) 108 Cal.App.4th 173, 188.)