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Rethinking Judicial Review of Director Care
Delware Journal of Corporate Law
  • Lyman P.Q. Johnson, Washington and Lee University School of Law
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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.

Posted with permission from the copyright owner.

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