A recent decision of the Delaware Court of Chancery discusses the interplay between the business judgment rule and section 144 of the Delaware General Corporation Law (DGCL). Section 144 provides some defenses to what would otherwise be easily challenged, conflicted transactions involving directors.

Professor Stephen Bainbridge, well known to readers of this blog and often cited by Delaware courts for his corporate law scholarship, discusses the decision in Cumming v. Edens, and provides an in-depth analysis with reference to many of his prior articles and treatises as well as explaining comparisons with other court decisions on this nuanced topic of Delaware corporate law that should be of interest to corporate litigation practitioners.