Sinclair Oil corporation organized a subsidiary under the name of Sinven in order to operate in Venezuela. This case would fall under the business judgement rule. With this rule, you must meet three requirements; "with due care, in good faith without any conflict of interests, and with the rational basis for believing the decision was in the best interests of the corporation," In this particular situation, there was a major conflict of interest as well as undisclosed information. Sinclair nominated all of the members of the board for Sinven, and none of these directors were independent of Sinclair. This shows that Sinclair was not acting in good faith. I believe that Sinclair did not uphold the requirements of the business rule, therefor Sinclair is liable for the damages.