Article
Rethinking Judicial Review of Director Care
Delware Journal of Corporate Law
Document Type
Article
Publication Date
1-1-1999
Disciplines
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.
Citation Information
Lyman P.Q. Johnson, Rethinking Judicial Review of Director Care, 24 Del. J. Corp. L. 787 (1999).
Posted with permission from the copyright owner.