"Enhanced scrutiny" - Delaware's judicial standard of review for a single bid corporate acquisition?
Article Abstract:
The Delaware Court of Chancery's decision in Yanow v. Scientific Leasing Inc. extends applicable standards for reviewing corporate directors' liability for preferring one of several bidders in approving a corporate takeover to a takeover involving a single bidder. Under the Yanow standard, directors who stand to personally benefit from a corporate sale where a sole bidder is involved will be held to violate their duties under the business judgment rule unless the totality of their actions are deemed reasonable. Before Yanow, such actions would have triggered a transactional fairness standard of review.
Publication Name: Delaware Journal of Corporate Law
Subject: Law
ISSN: 0364-9490
Year: 1993
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Director oversight liability: twenty-first century standards and legislative controls on liability
Article Abstract:
Delaware court should use a duty of loyalty test in determining directors' oversight liability in cases of complete abdication. Historically, Delaware courts have looked at directors' delegation of responsibility and reliance on information in determining violations of oversight duties. Since the business judgment rule in inapplicable in such cases, a duty of loyalty test could prevail against directors' available defenses of delegation or reliance.
Publication Name: Delaware Journal of Corporate Law
Subject: Law
ISSN: 0364-9490
Year: 1995
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