Federal Court Allows FDIC D&O Suit Involving Business Judgment Rule To Proceed

FDIC Directors & Officers

On November 14, the U.S. District Court for the Southern District of West Virginia denied motions to dismiss filed by former officers and directors of a failed federal thrift who allegedly contributed to the bank’s collapse by failing to exercise due diligence and monitor the bank’s relationship with a third party mortgage loan originator. FDIC v. Baldini, No. 12-0750, 2013 WL 6044412 (S.D. W.Va. Nov. 14, 2013). The former bank officers and directors moved to dismiss the FDIC’s negligence claims, filed as conservators for the failed thrift, arguing that the business judgment rule operates as a substantive rule of law that immunizes the directors and officers from liability for the alleged ordinary negligence. The court held that it is too early in the case to decide whether the officers and directors are entitled to business judgment rule protection. The court reasoned that determining whether the rule applies requires a fact-intensive investigation that is not appropriate for resolution on a 12(b)(6) motion to dismiss. The court noted that even if the rule applies, the FDIC should be permitted an opportunity to rebut that presumption. The court also held that the FDIC’s claims satisfy Twombly and Iqbal pleading requirements by sufficiently alleging that the directors and officers “essentially abdicated oversight completely” in the context of the thrift’s relationship with the third-party broker, which the court held was enough to support claims of not only ordinary, but gross negligence.