Two recent cases involving the ability of independent directors to be dismissed early in a case involving a challenged transaction are the subject of two separate interlocutory appeals from Chancery to the Delaware Supreme Court. Frank Reynolds of Thomson Reuters frames the question in his helpful article about the cases in the following manner:

The novel question Delaware’s Supreme Court must decide is whether two shields that normally protect disinterested directors from ordinary breach-of-duty charges — the business-judgment rule and an exculpatory clause in the company charter — effectively gave them a get-out-of-trial free card or whether they must prove their innocence.

The two Chancery opinions appealed from are: In re Cornerstone Therapeutics Stockholder Litig., No. 8922, 2014 WL 4418169 (Del. Ch. Sept. 10, 2014) and In re Zhongpin Inc. Stockholders Litig., No. 7393, 2014 WL 7335920 (Del. Ch. Dec. 23, 2014). This is a cutting edge issue in Delaware corporate litigation.