Tag Archives: business judgment rule

Bainbridge on Chandler’s Citigroup Decision

Professor Bainbridge provides scholarly commentary here on the recent Chancery Court decision in Citigroup, including a rebuttal to Professor Jay Brown and an analysis of Caremark duties, as well as a discussion of the theoretical and practical underpinning of the Business Judgment Rule. My prior highlighting of the Citigroup case and a link to the … Continue Reading

Chancery Court Finds Pre-Suit Demand Not Excused

In Re: Affiliated Computer Services, Inc. Shareholders Litigation,  (Del. Ch., February 6, 2009), read opinion here. We are fortunate to have the following review and analysis of this case prepared by Kevin Brady,  a partner in the Business Law Group at the Wilmington, Delaware, office of Connolly Bove.   In a dispute involving yet another victim of the credit crisis, … Continue Reading

Delaware Supreme Court Issues Major Ruling on Shareholder Ratification Doctrine and Duties of Corporate Officers

In Gantler v. Stephens, (Del. Supr., Jan. 27, 2009), read opinion here, the Delaware Supreme Court, yesterday,  issued a major decision on important matters of Delaware corporate law. Delaware’s High Court  for the first time confirmed and clarified that officers of Delaware corporations have the same fiduciary duties as directors of Delaware corporations. In addition, … Continue Reading

Top 5 Delaware Cases from 2008–Rebuttal to Professor Brown

Last year,  I replied to Professor J. Robert Brown’s list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom. My introductory explanation from my rebuttal of last year was as follows: … I realize that there are many … Continue Reading

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

In Re Lear Corp. Shareholder Litigation, 2008 WL 4053221 (Del. Ch., Sept. 2, 2008), read opinion here. This is the third Chancery Court decision in about as many (business) days that addresses the issue of whether: claims against a board of directors will be dismissed based on the exculpation clause in a corporate charter as authorized by DGCL Section 102(b)(7). The … Continue Reading

Delaware Supreme Court’s 1971 opinion in Sinclair Oil v. Levien, Subject of Law Review Article

Courtesy of Professor Bainbridge is a link to an article by Professor Bob Thompson on the seminal  Delaware Supreme Court decision in Sinclair Oil v. Levien, from 1971, that addressed key issues of fiduciary duty and judicial review standards. Here is an excerpt from a quote that Professor B. included in his post about the article. … Continue Reading

Supreme Court Decides SEC-presented Delaware Bylaw Issue

CA, Inc. v. AFSCME Employees Pension Plan, (Del. Supr., July 17, 2008), read opinion here.(Revised opinion dated August 15, 2008, available here.) This Delaware Supreme Court  decision has been anticipated by the corporate legal world with great interest since oral arguments were heard by Delaware’s High Court last week.  My post with some background can be found … Continue Reading