In HCarl McCall,Trustee of the New York Common Retirement Fund,et Al

In H.Carl McCall,Trustee of the New York Common Retirement Fund,et al.,Derivatively on Behalf of Columbia/HCA Healthcare Corporation v.Scott,the plaintiffs sued the board,alleging that the officers and directors breached their fiduciary duties.The court addressed the corporate charter,which limited the liability of directors for breach-of-duty claims.The court determined that

A) an inclusion in the charter limiting liability for fiduciary duties owed is void as it is against public policy.
B) the board lacked the necessary experience to understand the nature of the practices but did not act in bad faith, so the charter inclusion would act to shield the board from liability.
C) the board's unconsidered failure to act where due attention might have prevented the loss constituted bad faith. Therefore, the limitation of liability provision in the charter should not apply.
D) the shareholders' suit was improper as a derivative action and should have been filed as a direct action.