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[quote=TheManWithAUsername][quote=Anonymous][quote=TheManWithAUsername]
That's not what the BJ rule says. That's just a burden of proof rule, basically. It makes it harder to prove that a director breached, but it doesn't change the fundamental duty.

The BJ rule makes it harder to show that an action apparently against the shareholder's financial interest in fact was, but if a director announces that he took an action he knew to be against the corporation's financial interest, he admits his breach of fiduciary duty.

Do you contend that a director can, within the law, intentionally sacrifice the shareholders' financial interests to some other cause and not be liable? (Note that this is not the same as a short-term sacrifice, e.g. donating to charity in the interest of PR.)

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I suppose that depends on what you mean by "intentionally sacrifice."  As I myself said, a director can't just give shareholders' money away to some cause they think is more worthy.  (Can't we all agree that is a pretty good rule?)[/quote]
I didn't hear anyone complain about it.

[quote=Anonymous]Could a director say "despite the fact that there is a positive expected return to selling a defective product because the likely profit outweighs the likely adverse tort judgments, we are not going to sell defective products because it is just plain wrong" without running afoul of any principle of corporate law?  Absolutely, as far as I know -- feel free to cite something to the contrary, if you think I'm wrong.[/quote]
You're muddying the issue. Obviously, no one is obliged to violate other laws - including tort law - to meet his/her fiduciary duties. A director doesn't have to illegally pollute or murder anyone, either.

[quote=Anonymous]Corporate directors obviously have a duty to act in their shareholders' financial interest, but not, as far as I know, a duty to push that principle to the absolute limit without any consideration of morality or social impact.   They have far more discretion than that.[/quote]
They absolutely do not have the discretion to act in the public good - i.e., to be moral or consider the social impact - to the detriment of their shareholders. They have a duty to their shareholders and no duty, other than as defined by other criminal and civil law, to anyone else. To the degree that they sacrifice the shareholder's interests to those of society or any non-shareholder member of it, they have breached their duty.

As I said above, I think you're confusing their latitude as a matter of proof with discretion over whether to support their shareholders' interests. Let's say a director of a large company authorizes a $10k gift - relatively very small - to a homeless shelter. When questioned, if he says he thought it was good PR no one can go after him b/c he gets the benefit of the doubt. But if he says, "Well, it cost us very little, and I just thought it was the right thing to do," he owes the corporation $10k (if anyone wants to bother suing).
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