Rethinking Judicial Review of Director Care

Authors

Lyman P.Q. Johnson, Washington and Lee University School of LawFollow

Document Type

Article

Publication Title

Delware Journal of Corporate Law

Publication Date

1999

Abstract

This article offers an extended critique of the Delaware Supreme Court's unprecedented use of an entire fairness test in a breach of due care setting, as first articulated in Cede & Co. v. Technicolor, Inc. 634 A.2d 345 (Del. 1993) and Cinerama, Inc. v. Technocolor, Inc., 663 A.2d 1156 (Del. 1995). The article then argues for a generalized reasonableness standard for director conduct and for judicially reviewing care claims, thereby providing Delaware law with something it has lacked historically ? a pervasive (yet still streamlined) duty of due care.

Comments

Posted with permission from the copyright owner.

Recommended Citation

Lyman P.Q. Johnson, Rethinking Judicial Review of Director Care, 24 Del. J. Corp. L. 787 (1999).