1 percent of Volcano’s shares were tendered. Philips then completed the merger without a shareholder vote. Before the merger concluded, three plaintiffs filed lawsuits, which were combined into a class action lawsuit, to enjoin the merger. The plaintiffs withdrew their motion in January 2015, but filed new complaints in March 2015, alleging Volcano’s board of directors breached its duties of care and loyalty in regard to the merger. The defendants filed a motion to dismiss, and the court determined that the Business Judgment Rule would be used as the legal standard to evaluate the plaintiffs’ claim.

Furthermore, the court ruled that the Business Judgment Rule irrebuttably applied to the case. What is the Business Judgment Rule and how does it generally protect directors and officers? What is the distinction between rebuttable and irrebuttable applications of the Business Judgment Rule according to the court?