William Mitchell Law Review


Eric J. Moutz

Publication Information

30 William Mitchell Law Review 489 (2003-2004)


This May, the Minnesota Supreme Court weighed in on the issue of special litigation committees for the first time in Janssen v. Best & Flanagan. The Janssen decision provides some confusing but tantalizing hints that the Minnesota courts may be ready to increase their scrutiny of internal corporate governance. This article describes the history, substance, and holding of Janssen and explores what it might mean for the business judgment rule in Minnesota. The article concludes by arguing that the Minnesota courts should abandon the deferential approach they have traditionally taken to special litigation committee decisions and that the Janssen decision empowers the lower courts to take the lead in doing so.