A short reminder is helpful to new readers of this blog to emphasize the limited scope of this blog, which is to briefly summarize recent cases of import by the Delaware Chancery Court and the Delaware Supreme Court on issues of corporate and commercial Delaware law, as those court decisions are made available on the court websites.
Though I was out of town on business and pleasure for the last two weeks or so, I was able to reference the scholarly summaries about the recent Disney opinion just before I left, so it would be duplicative and somewhat untimely for me to reiterate any summaries again, but I will highlight one or two parts of the opinion that I thought were personally noteworthy.
I refer readers, as I did the day the decision was published, to the scholarly website at www.theconglomerate.com for the thorough analysis by many corporate law professors on the recent Chancery Court decision of In Re: The Walt Disney Company Derivative Litigation. In addition to the discussions of the Delaware Business Judgment Rule, as well as the duties of loyalty and care found at pages 104 to 117 of the opinion, I found footnote 181 noteworthy as a reference to Judge Posner’s incites into “group dynamics” as well as the dangers of perfect hindsight. Footnote 1 to the Disney opinion was also a useful reference to Law Review articles by Professor Bainbridge and others, on executive compensation. I refer you to the Conglomerate blog above for more detailed scholarly analysis.