I wrote a short article here, in the Feb. 21, 2007 issue of Delaware Law Weekly, summarizing the Chancery Court’s decision in Sample v. Morgan, 2007 WL 177856 (Del. Ch. Jan. 23, 2007), regarding the liability that directors exposed themselves to for giving the appearance at least, at the motion to dismiss stage, that they were merely doing the bidding of management, as opposed to exercising independent judgment. Because the directors involved were not regarded, at least initially, as independent, they did not enjoy the protection of the business judgment rule.
Here is my (much longer than usual) discussion of the case in my blog post about it, with a link to the whole decision as well as links to commentary by corporate law professors Gordon Smith and Stephen Bainbridge.