the delaware supreme court first had to determine whether holland's directors were protected from judicial scrutiny of their actions under the business judgment rule. while the business judgment rule typically protects corporate officers from judicial scrutiny of their actions, the rule could be limited if judges found a conflict of interest. in the case of holland furnace, the board's purchase of shares with corporate funds prevented a hostile takeover (which could have been in the best interest of the company) while also maintaining their control of the company. thus, the court had to decide whether the board was so conflicted that they should not be afforded business judgment rule protection.