When a distribution is made, including the payment of a dividend, minority shareholders have a right to obtain their proportionate share of the funds. Robert Mandeya THE “business judgment rule” insulates a director from liability for simply making bad decisions. As long as he/she can establish that he/she acted in good faith, did not engage in self-dealing, and kept himself/herself reasonably well-informed of corporate activities, he/she is likely to be protected by the business judgment rule. The business judgment rule clearly does not protect criminal conduct by executives. Whatever business judgment made by the executive(s) must be in the best interest of the corporate organisation not the executive. Two types of lawsuits against directors may be…