You can use Gemini Enterprise as a starting point to understand a legal concept, find landmark cases, or generate an outline for a memo.
Example prompt
In the chat box, enter a prompt such as the following:
Act as a law clerk. I need to write a research memorandum on the legal standard
for the business judgment rule as it applies to corporate directors in the state
of California.
Please provide the following:
1. A clear and concise definition of the business judgment rule in California.
2. A list of the key elements a director must satisfy to be protected by the
rule.
3. The names of 2-3 seminal California court cases that established or clarified
this doctrine. Provide a one-sentence summary for each case.
4. An outline for a legal memo on this topic.
Example output
In response to this prompt, Gemini Enterprise produces output similar to the following:
- Definition of the Business Judgment Rule in California:
The business judgment rule is a legal presumption that corporate directors, in making business decisions, acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. The rule shields directors from personal liability for their decisions, even if they result in losses, provided the decision was made with due care and loyalty.
- Key Elements for Protection:
- The director must not have a personal financial interest in the decision (disinterested).
- The director must have been reasonably informed about the matter before making a decision (due care).
- The director must have rationally believed their decision was in the best interests of the corporation (good faith).
- Seminal California Cases:
- Lamden v. La Jolla Shores Clubdominium Homeowners Assn. (1999) 21 Cal.4th 249: The California Supreme Court affirmed the strong presumption of the rule, applying it to decisions made by homeowners' association boards.
- Katz v. Chevron Corp. (1994) 22 Cal.App.4th 1352: This case helped clarify that the burden is on the plaintiff to prove that a director's decision was not made in good faith or with due care.
- Legal Memo Outline:
- Introduction: Statement of the issue regarding the applicability of the business judgment rule.
- Statement of Facts: [To be filled in with case-specific facts]
- Discussion:
- The Business Judgment Rule in California: Definition and Purpose.
- Elements Required for the Rule's Protection.
- Disinterestedness and Independence.
- Due Care and Being Reasonably Informed.
- Good Faith and Rational Belief.
- Analysis of Seminal Case Law (Lamden, Katz).
- Application of the Rule to the Present Facts.
- Conclusion: Summary of whether the directors' actions are likely protected by the business judgment rule.