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Article
Rethinking Judicial Review of Director Care
Delware Journal of Corporate Law
  • Lyman P.Q. Johnson, Washington and Lee University School of Law
Document Type
Article
Publication Date
1-1-1999
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.
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Citation Information
Lyman P.Q. Johnson, Rethinking Judicial Review of Director Care, 24 Del. J. Corp. L. 787 (1999).