In plaintiff-shareholder's suit against the directors of a company for breach of fiduciary duty, arising from two transactions in which the company issued equity shares as compensation for agreements made by most of its shareholders to guaranty personally loans made to the company, district court's judgment is affirmed where: 1) even without the business judgment rule, no jury could reasonably find that the directors in emergency conditions breached their duty of care as to the first transaction; and 2) a fact finder could not, on the very thin evidence available, rationally conclude that the directors had carried their burden of proof to show fairness.
Appeal from the United States District Court for the District of Maine
Decided October 19, 2009
Before: Torruella, Boudin, Circuit Judges, and Saris, District Judge
Opinion by: Boudin, Circuit Judge