The business judgment rule is a longstanding principle of New York law that presumes a company's directors and officers are in a better position than courts to make business decisions even if, with the benefit of hindsight, their judgment proves to be mistaken.  See Auerbach v. Bennett, 47 N.Y.2d 619, 629 (1979).  But this doctrine does not grant directors and officers unfettered impunity, and the business judgment rule will not apply to egregious decisions that sound in fraud, self-interest, or bad faith.  See Lippman v. Shaffer, 15 Misc. 3d 705, 711 (Sup. Ct. Monroe Cnty. 2006) ("A plaintiff may overcome the presumption of the business judgment rule, inter alia, by demonstrating that 'no person of ordinary sound business judgment would say that the corporation received fair benefit.'" (citation omitted)).