Question

Commercial

Gregorio Santos is a director and Executive Vice-President of Dagitab Energy Corporation (DEC), an electric power distributor. While serving DEC, Gregorio learned in his official capacity that a major foreign investor was seeking a local partner to develop a lucrative solar farm project in Samar. Rather than referring this opportunity to DEC, Gregorio incorporated his own company, Solana Power Ventures, Inc. (SPV), and entered into the development agreement with the foreign investor on behalf of SPV. When the DEC Board confronted Gregorio, he invoked the business judgment rule, claiming that he made the decision in good faith as a businessman and that the courts cannot substitute their judgment for his. He further argued that DEC was not in the solar energy sector and thus had no viable interest in the opportunity. May Gregorio validly invoke the business judgment rule to shield himself from liability? Decide with reason(s).

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