Rethinking Judicial Review of Director Care

Posted: 25 May 2000  

Lyman Johnson

Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

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.

Suggested Citation

Johnson, Lyman, Rethinking Judicial Review of Director Care. Delaware Journal of Corporate Law, Vol. 24, P. 787 . Available at SSRN: https://ssrn.com/abstract=223810

Lyman P. Q. Johnson (Contact Author)

Washington and Lee University - School of Law ( email )

Lexington, VA 24450
United States
540-458-8515 (Phone)
540-458-8488 (Fax)

University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

MSL 400, 1000 La Salle Avenue
Minneapolis, MN Minnesota 55403-2005
United States

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