ManBank is a large, publicly held bank located in New York City. Bryce sits on the board of directors for the bank. Bryce's friend, Tatiana, comes to him one day and tells him, "I'm looking to start a new airline, but the only problem is that I don't have enough money. All I need is $500 million and I'll have enough money to realize my dream and own my own airline." Bryce researches Tatiana's background and discovers that, in fact, Tatiana worked as an assistant regional manager for a Northwestern airline for 12 years. Bryce also discovers that, during Tatiana's tenure there, Tatiana's region increased sales by 38%.

Based on this information and on his friendship with Tatiana, Bryce recommends that ManBank give Tatiana the $500 million loan, which is to be collateralized by the airplanes owned by Tatiana's new airline. The board accepts her recommendation and gives Tatiana the loan. Unfortunately, Tatiana does a poor job and her airline goes bankrupt in three years. When Tatiana defaults on the loan, the bank is only able to recover $250 million.

The shareholders bring a derivative lawsuit against Bryce for breach of his fiduciary duty of care. They claim that his research into Tatiana was deficient and that, based on Tatiana's background and the state of the airline industry, he should have known that the venture was not likely to succeed.

For this assignment, I would like you to read the NPC courseware and the following cases:

Bayer v. Beran, 49 N.Y.S.2d 2 (N.Y. 1944)

Federal Deposit Insurance Corporation v. Lawrence Bober, 2002 U.S. Dist. LEXIS 13231 (S.D.N.Y. 2002)

Leonard Minzer v. Gerard C. Keegan, 1997 U.S. Dist. Lexis 16445 (E.D.N.Y. 1997)

Auerbach v. Bennett, 47 N.Y.2d 619 (N.Y. 1979)

Alpert v. 28 Williams St. Corp, 457 N.Y.S.2d 4 (App. Div. 1st Dept 1982)

In addition, find and read the applicable sections of New York Business Law and New York Banking Law and then answer the following 2 questions:

1) Is Bryce's conduct protected by the "business judgment rule"?

2) Keeping in mind your answer to question #1 and applying the appropriate standard to the case, how likely is the derivative action against Bryce to succeed?