Magister Legum - LLM / The so called business judgment rule (hereinafter referred to as ―the BJR or the rule‖) that serves to protect directors from liability for negative consequences of honest, reasonable business decisions that went wrong, was developed by the American judiciary in the early 19th Century.2 Percy v. Millaudon, a Louisiana Supreme Court decision quoted above, articulated what is now referred to as the BJR.3 This case provides the earliest expression of the American BJR.4 Delaware courts subsequently issued a series of cases formulating the BJR as a presumption.5 Although the earliest expression of the rule was provided by a Louisiana court, the dissertation will focus on the Delaware case law formulation of the rule.6 The essence of the BJR is that judges should not second guess directors‘ decisions if certain elements of the BJR are fulfilled.7 Courts are required to exercise caution when dealing with claims brought by either stakeholders or shareholders against directors who have made bona fide, also referred to as good faith, business decisions.8 In order to be protected by the BJR and for it to act as a safe harbour, the court will determine whether certain requirements have been met before applying the rule.9 The Delaware courts formulated the BJR as a presumption and in order for directors to be protected by the rule they must have made an informed business decision, in good faith and in the honest belief that the decision will be in the best interest of the company.10 As will be discussed later, this formulation of the rule is referred to as the traditional BJR. In addition to the aforementioned formulation, another formulation was provided by the American Law Institute (hereafter referred to as the ―ALI formulation‖).11 Initially there had been difficulties codifying the ALI version of the rule but later it was successfully codified in paragraph 4.01(c) of the ALI Corporate Governance Project.12 This formulation requires a director to ensure that he has no personal interest in the matter, he is reasonably informed of the matter prior to making the decision and he rationally believes the decision will be in the best interest of the company.13 If the director complies with the aforementioned requirements, the director will be considered to have acted in good faith.14 Directors owe fiduciary duties to the company and in instances where they breach one or more of these duties they can incur personal liability.15 The rule thus emerged because of the need to protect directors and it serves as a safe harbour for those individuals who made a decision in conformity with the aforementioned requirements.16 In commercial terms the rule bestows economic freedoms and freedom of entrepreneurship to directors guided, in any case, by ―the best interest of the company‖.17 The most commonly cited reasons for the existence of the rule are that it promotes risk taking, encourages competent persons to serve as directors, prevents judicial second-guessing and promotes judicial efficiency. It further provides directors with sufficient freedom to manage the company and it ensures that the interest of shareholders and those of directors are balanced.18

At the turn of the twentieth century, City Beautiful principles manifested themselves in the historic core of New Orleans: the Vieux Carre. City and state officials determined that the Cabildo and Presbytere were no longer suitable sites for the Louisiana Supreme Courts, and set about erecting a monumental, Beaux Arts-style courthouse amid the dense, vernacular built environment of the French Quarter. Two hundred fifty-one individuals were displaced as a result of the expropriation and demolition of forty-one structures occupying the square bounded Royal, Chartres, Conti and St. Louis streets. While significant scholarly research has interpreted the motives and visions of Progressive-era urban reformers, few studies have addressed issues of power in shaping these narratives and in silencing the past. Through its analysis of the planning processes surrounding the Louisiana Supreme Court Building, this thesis acknowledges these silences and raises questions about those most impacted: the displaced.

The Supreme Court of the State of Louisiana, established by the first state constitution (1812) as the only appellate court in the judicial system, commenced its work on March 1, 1813. The Court's jurisdiction was limited to civil cases. It also had control over admissions to the bar and the rules for the administration of its own business. Created in the wake of the conflict between proponents of Louisiana's traditional civil law system and the promulgators of the federal government's territorial policy of common law imposition, the Supreme Court reinforced the ultimately accepted continuance of civil law within the limitations of the United States Constitution and Statutes. The First Minute Book of the Supreme Court is a small, yet significant, part of the documentation of the Court's past. It is a segment of the extensive Louisiana Supreme Court records housed in the Department of Archives and Manuscripts of the Earl K. Long Library at the University of New Orleans. Dating from March, 1813 to May, 1818, the 340-page manuscript details the business of the Court's sessions at New Orleans, the seat of the eastern appellate district. Daily entries include the judges present, the cases before the Court, the disposition of cases, Court rules, and admissions to the bar. The purpose of this edition is to provide a readable, accessible, and comprehensible document for use by the scholarly and research community. With the addition of missing docket numbers which serve as access points to Supreme Court case records and the annotation of persons, cases, and legal terms, the manuscript becomes an important guide for further investigation. The rendition of the text conforms to modern practices of historical editing recommended in the Harvard Guide to American History. No attempt was made to produce a facsimile of the original.

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