Delaware directors who approve a merger without adequate information act with gross negligence, defeating business judgment rule protection and breaching their duty of care.
Delaware Corporate Law
Fully informed and uncoerced stockholder approval of a non-controller transaction cleanses it of fiduciary challenge and applies business judgment review.
Under Delaware law, a controlling shareholder merger conditioned ab initio on both special committee approval and majority-of-minority vote earns business judgment review rather than entire fairness scrutiny.
Directors must implement adequate information and reporting systems to satisfy their fiduciary duty of oversight; failure to do so may constitute a breach of duty.
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