The plaintiff corporation claimed that the defendant, one of its former directors, had made false statements which interfered with its initial public offering. The director claimed that he was entitled to defend claims made against him for breach of fiduciary duty based on the business judgment rule. The Court held that "such conduct, even if well-motivated, does not constitute the type of ‘business decision’ the business judgment rule is meant to insulate."
In determining choice of law, the Court looked to the place of the corporation’s incorporation, per the internal affairs doctrine.
The Court allowed fiduciary duty claims to proceed against a former employer. The Court noted that "an employer-employee relationship is not generally a fiduciary relationship," but held that this determination involved a fact-intensive inquiry, and denied a Motion to Dismiss.
The Court dismissed unfair and deceptive practices claims against the defendants. It held that all of plaintiff’s claimed injuries related to the failed IPO, and that "the IPO, which is clearly a securities transaction, is beyond the scope of Chapter 75."
The Court let stand claims for aiding and abetting breach of fiduciary duty.