The duty of care stands for the principle that directors and
officers of a corporation in making all decisions in their
capacities as corporate fiduciaries, must act in the same manner
as a reasonably prudent person in their position would. Courts
will generally adjudge lawsuits against director and officer
actions to meet the duty of care, under the business judgment
rule. The business judgment rule stands for the principle that
courts will not second guess the business judgment of corporate
managers and will find the duty of care has been met so long as
the fiduciary executed a reasonably informed, good faith,
rational judgment without the presence of a conflict of
interest. The burden of proof lies with the plaintiff to prove
that this standard has not been met. If the the plaintiff meets
the burden, the defendant fiduciary can still meet the duty of
care by showing entire fairness, meaning that both a fair
process was used to reach the decision and that the decision
produced a substantively fair outcome f