DISCUSSION QUESTION 

In 2001, British-Dutch corporation Unilever attempted to purchase the assets of Ben & Jerry’s Ice Cream. The Board of Directors of Ben & Jerry’s refused the offer. Unilever’s offer was very generous and would have resulted in a major windfall for the shareholders of Ben & Jerry’s.

The Shareholders threatened to sue the Board of Directors for a breach of fiduciary duty arguing the Board of Directors had a duty for care to make good decisions on behalf of the Corporation. And denying the purchase offer violated that duty.

In fear of the lawsuit, the Board agreed to the sell terms. Do you believe the Board of Directors had a duty to accept the buyout offer? And did their failure to accept it amount to a breach of the fiduciary duties owned to the shareholders? 

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CASE STUDY 

You are the Chairman of the Board of a well-known, publicly traded corporation. You are personally responsible for convincing the Board to fund a new product design that ultimately failed when it was placed on the market, causing extreme losses for the corporation. The shareholders now want to hold you personally responsible for all the losses to the corporation and have filed a derivative lawsuit in the name of the corporation in which you are the defendant. Please describe how you would defend yourself using the Business Judgment Rule. Create and describe any facts you think will support your position under this Rule. Limit your facts to only those that will support your position under this Rule and no others.(requirements/guidelines; there is no limit of words as long as it is fairly answered)