Cuker v. Mikalauskas

Minority shareholders (plaintiffs) sued PECO's (defendant's) directors and officers for alleged mismanagement, and PECO's board formed a special litigation committee of three outside, non-defendant directors, who investigated and found no bad faith, self-dealing, or breach of loyalty; the board then voted to terminate the litigation, but the lower court, finding Pennsylvania had not adopted the business judgment rule, held the corporation lacked power to terminate a pending derivative suit and denied PECO's summary judgment motion.