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SEIDMAN v. CLIFTON SAV. BANK

No. A-100 September Term 2009.

14 A.3d 36 (2011)

205 N.J. 150

Lawrence B. SEIDMAN and Seidman and Associates, L.L.C., Plaintiffs-Appellants, v. CLIFTON SAVINGS BANK, S.L.A., John A. Celentano, Jr., Raymond L. Sisco, Frank J. Hahofer, Thomas A. Miller, John H. Peto, Joseph C. Smith, John Stokes, and Clifton Savings Bancorp., Inc., Defendants-Respondents.

Supreme Court of New Jersey.

Decided March 16, 2011.

Attorney(s) appearing for the Case

Peter R. Bray, Parsippany, argued the cause for appellants (Bray, Miller & Bray, attorneys; Pashman Stein, of counsel).

Richard A. Beran argued the cause for respondents (McCarter & English, attorneys; Michael M. Horn, of counsel; Mr. Beran and Steven A. Beckelman, Newark, on the briefs).

Justice RIVERA-SOTO delivered the opinion of the Court.

This appeal requires that we revisit a long-standing rule concerning corporate governance matters and how, in its application, corporate actions are to be gauged. That rule is set forth plainly in Eliasberg v. Standard Oil Co., 23 N.J.Super. 431, 92 A.2d 862 (Ch.Div.1952), aff'd o.b., 12 N.J. 467...

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