Assignment task: Assume that Max disclosed the corporate opportunity to the board and his conflict, and the board rejected the opportunity after some lengthy discussions and research into their financing ability. Only the disinterested board members (i.e., Jamal, Tammy and Jennifer) voted on the rejection of the proposal. In a later shareholder derivative suit, alleging that the board violated their duty of care, what is the board's best argument?
a. The business judgment rule bars any challenges to the board's decisions, if the voting directors were independent and disinterested.
b. The board cannot be expected to take advantage of every opportunity; rejection of the opportunity was in good faith.
c. So long as the board acted in good faith after making reasonable inquiries, the board's decision should stand absent facts that demonstrate lack of informed, reasoned decision-making and the court should dismiss the claim.
d. Duty of care can only be challenged when interested board members participate in deliberations.