Biren
Biren v. Equality Emergency Medical Group, Inc.
Opinion
Opinion
Gilbert, J.
Five physicians create a business to provide emergency care in hospitals. The business consists of two corporations in which each physician is a corporate officer, director, and 20 percent shareholder.
This appeal involves a dispute between director, chief financial officer, and shareholder Pamela C. Biren, and the other four directors, officers, and shareholders. Here we conclude, among other things, that the business judgment rule may protect a director who acts in a mistaken but good faith belief on behalf of the corporation without obtaining required shareholder approval.
Equality Emergency Medical Group, Inc., and E.E.M.G.-SIMI, Inc. (collectively Equality), appeal the judgment in favor of cross-defendant Biren regarding breach of fiduciary duty and damages. Equality and the individual defendants Kenneth Corre, Emanuel K. Gordon, David Kalmanson and Michael Vitullo (who for convenience are also hereafter referred to collectively as Equality) appeal the denial of their costs and attorney’s fees. Biren cross-appeals regarding valuation of her corporation shares and her liability for failing to pay pension plan contributions.