Officers and the Business Judgment Rule

Directors have the benefit of the over-inclusive protection of the business judgment rule.  Whether the same presumption applies to officers, who operate under delegated authority, is a surprisingly contentious and unresolved issue.  For one very nice exegesis on the subject, take a look at Lyman Johnson and David Millon's paper, Recalling Why Corporate Officers Are Fiduciaries.  The post by Chris Erskine examines a case out of New York that concluded the business judgment rule does apply to officers.