California, United States of America
The following excerpt is from Marsili v. Pacific Gas & Elec. Co., 124 Cal.Rptr. 313, 51 Cal.App.3d 313 (Cal. App. 1975):
The law is clear that those to whom the management of the corporation has been entrusted are primarily responsible for judging whether a particular act or transaction is one which is helpful to the conduct of corporate affairs or expedient for the attainment of corporate purposes (Bailey v. Babcock (1915) D.C.Pa., 241 F. 501, 512). Indeed, a court cannot determine that a particular transaction is beyond the powers of a corporation unless it clearly appears to be so as a matter of law. With respect to the means which the corporation may adopt to further its objects and promote its business its managers are not limited in law to the use of such means as are usual or necessary to the objects contemplated by their organization, but,
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