Focus (Forum & Focus)
Feb. 25, 2009
A Little Help for My Friends?
A Delaware case provides a reminder for boards of directors and their legal advisers of the importance of properly addressing any potential conflicts of interest in a transaction, write Robert R. Carlson and Scott B. Joachim.
FOCUS COLUMN
By Robert R. Carlson and Scott B. Joachim Under Delaware law, a decision of a board of directors is generally subject to a deferential standard of judicial review through the application of the business judgment rule. Under this rule, a Delaware court will presume that the directors of a corporation acted on an informed basis and that the action of the board was taken in the best interests of the corporation and its stockholders. Thi...
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