Question

Commercial

The Board of Directors of Kalayaan Holdings Corporation (KHC) unanimously approved a resolution authorizing the investment of PHP 50 million in a start-up electric vehicle company after reviewing a favorable due diligence report prepared by an external financial consultant retained by the board. Rodrigo, the chairman of the board, strongly advocated for the investment during deliberations, citing the consultant's projected returns. Two years later, the start-up collapsed due to adverse market conditions and KHC lost its entire PHP 50 million investment. Benilda, a minority stockholder, filed a derivative suit against the board of directors, claiming that their investment decision was grossly negligent and that each director should be held personally liable for KHC's loss. Are the directors of KHC personally liable for the lost investment? (Bar 2026 Syllabus)

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