Commentary: Response to Duesenberg\u27s Article A View From the Inside

The application of the business judgment rule to decisions by boards of directors or committees not to proceed with derivative litigation against directors or management raises novel and difficult questions. Mr. Duesenberg\u27s well written article ably presents one side of this controversy; as he states, he is offering a defense of the rule in its more expansive application.” Mr. Duesenberg is writing from the perspective of a general counsel and secretary of a major publicly held corporation, and that perspective—bias, if you will—shows. The first part of this Commentary offers a critique of Mr. Duesenberg\u27s article; the second part consists of my own analysis of the complex issues under discussion