Thus, the courts will not second-guess the decisions made by fiduciaries and will not hold them personally liable even if … In sum, to deny the intervenor an opportunity for pretrial disclosure is to mistakenly group this case with the typical case involving the business judgment rule. Auerbach v. Bennett (1) Baldwin (1) Bayless Manning (1) Beachcomber Management (1) Benjamin Cardozo (1) Benninghoff v. Superior Court (1) Bill Holden (1) Birmingham v. Good (1) Blue Chip Stamps v. Manor Drugs (1) Board of Equalization (1) Bob Lamm (1) Bovet v. Chiang (1) Braden v. BH Fin. No application for intervention was made prior thereto, nor did the application when made seek any relief other than the right to appeal from the order of Special Term. (Cf. In the present case we confront a special instance of the application of the business judgment rule and inquire whether it applies in its full vigor to shield from judicial scrutiny the decision of a three-person minority committee of the board acting on behalf of the full board not to prosecute a shareholder's derivative action. It appears to us that the business judgment doctrine, at least in part, is grounded in the prudent recognition that courts are ill equipped and infrequently called on to evaluate what are and must be essentially business judgments. 9, Inc. v. Camcraft, Inc, In re Silicone Gel Breast Implants Products Liability Litigation, Frigidaire Sales Corp. v. Union Properties, Inc, Auerbach v. Bennett, 47 N.Y.2d 619, 393 N.E.2d 994, 419 N.Y.S.2d 920, 1979 N.Y. LEXIS 2202 (N.Y. 1979). The Business Judg-ment Rule "bars judicial inquiry into actions of corporate directors taken in good faith and in the exercise of honest judgment in the lawful and legitimate furtherance of corporate purposes." By stipulation plaintiff agreed not to serve the other individual defendants and not to make them parties to this action unless and until their involvement in the actions alleged in the complaint appeared. The disposition at Special Term was predicated on this analysis; its decision focused on the actions of the special litigation committee, and the motions for summary judgment were granted on the ground that the business judgment doctrine precluded the courts from going back of the decision of the special litigation committee on behalf of the corporation not to pursue the claims alleged in the complaint. Footnote 1: The audit committee made a brief supplemental report under date of November 4, 1976, which also was filed with the Securities and Exchange Commission and was publicized through a press release. The result of the majority ruling is to place the intervenor in a classic "Catch-22" situation, denying him disclosure because he has not come forward with factsfacts which by their very nature are discernible only after disclosure. The special litigation committee reported under date of November 22, 1976. Shop for nhl art from the Getty Images collection of creative and editorial photos. Quinney Law Library; machine-generated OCR, may contain errors. The "reasonableness" of the board's refusal to Brief Fact Summary. [*630]. In reaching the conclusion we do we reject Andersen's contention that the Appellate Division lacked power to permit intervention nunc pro tunc because that court lacked jurisdiction of the case by reason of Wallenstein's lack of standing to serve and file a valid, timely notice of appeal. What evidentiary proof may be required to this end will, of course, depend on the nature of the particular investigation, and the proper reach of disclosure at the instance of the shareholders will in turn relate inversely to the showing made by the corporate representatives themselves. 75 A.D.2d 678 - GRAZIANE v. CONT'L CAS. The extent of that concern with respect to the present Auerbach action on stockholder Wallenstein is tellingly demonstrated by the fact that defendants attempted by collateral estoppel to obtain a dismissal of the derivative action instituted by Wallenstein on the strength of Special Term's dismissal of this suit by Auerbach. As to the methodologies and procedures best suited to the conduct of an investigation of facts and the determination of legal liability, the courts are well equipped by long and continuing experience and practice to make determinations. The committee reviewed the prior work of the audit committee, testing its completeness, accuracy and thoroughness by interviewing representatives of Wilmer, Cutler & Pickering, reviewing transcripts of the testimony of 10 corporate officers and employees before the Securities and Exchange Commission, and studying documents collected by and work papers of the Washington law firm. The special committee comprised three disinterested directors who had joined the board after the challenged transactions had occurred. For the courts to preside over such determinations would similarly work an ouster of the board's fundamental responsibility and authority for corporate management. Even if that were not the case, by definition the responsibility for business judgments [*631] must rest with the corporate directors; their individual capabilities and experience peculiarly qualify them for the discharge of that responsibility. Id. For the reasons stated the order of the Appellate Division should be modified, with costs to defendants, by reversing so much thereof as reversed the order of Supreme Court, and, as so modified, affirmed.