Defendants’ consolidated memorandum supporting dissolution and partial summary judgment

… <!-- page 37 --> Case 1:25-cv-04480-CRC Document 88-1 Filed 09/18/26 Page 37 of 50 Indeed, the information before the Board made emphatically clear that complete closure of the main building, rather than phased closure, was the only responsible option. Given the absence of any clear, overwhelming reason necessitating a phased closure, Mr. Buchalter’s conclusion that a phased closure would result in a $300 million funding shortfall to conduct the necessary repairs, as opposed to a gap of less than $30 million if the building were completely closed, establishes that failing to pursue the closure model chosen by the Board would be imprudent under the circumstances. 13 See ECF 68-3 at 8; App. H to Ex. A at 3–4. JLL’s estimate that a phased closure of parts of the building would cost $41 million more than a temporary closure of the building—in …