exacting standard in Delaware

2014See Kahn v. Tremont Corp., 694 A.2d 422, 428 (Del.1997) (“Regardless of where the burden lies, when a controlling shareholder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness.... ”); Kahn v. Lynch Commc’n Sys., Inc., 638 A.2d 1110, 1115 (Del.1994) (“A controlling or dominating shareholder standing on both sides of a transaction ... bears the burden of proving its entire fairness.”).

2010See Kahn v. Tremont Corp., 694 A.2d 422, 428 (Del.1997) ("[WJlien a controlling share *411 holder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness...."); Lynch, 638 A.2d at 1115 ("A controlling or dominating shareholder standing on both sides of a transaction ... bears the burden of proving its entire fairness.”); Weinberger, 457 A.2d at 710 ("The requirement of fairness is unflinching in its demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, suf

2016The Delaware Supreme Court affirmed that the entire fairness framework provided the operative standard of review for the asset transfer, holding that “[r]egardless of where the burden lies, when a controlling shareholder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness as opposed to the more deferential business judgment standard.” Id. at 428 .

2016The Delaware Supreme Court affirmed that the entire fairness framework provided the operative standard of review for the asset transfer, holding that “[r]egardless of where the burden lies, when a controlling shareholder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness as opposed to the more deferential business judgment standard.” Id. at 428 .

2026These oversight mechanisms demonstrate that the Demand Majority did not “utterly fail[] to implement any reporting or information system or controls”—the exacting standard required to plead bad faith. 108 Indeed, a Caremark claim of this variety will fail where a plaintiff concedes the existence of an active audit committee, rather than alleging the company lacked one or that it devoted “patently inadequate time to its work.”109 The “existence of [such] board-level systems of monitoring and oversight[,]” including “a relevant committee” and “the board’s use of third-party monitors, auditors, o

2023Our revised system of bail requires judges to make individualized assessments regarding a defendant’s right to financial or non- financial conditions of release; mandates that the application of cash bail be supported, in writing, by articulable facts; and commands the judge to consider the 92 Brangan v. Commonwealth, 80 N.E.3d 949, 965 (Mass. 2017). 93 See Salerno, 481 U.S. at 754–55 (identifying both risk of flight and community safety as compelling interests). 28 defendant’s risk profile and individual financial circumstances.

2023C. § 404(a). 37 See Shields, 593 A.2d at 1012 (“[F]rom a legal standpoint, the competency threshold is quite low.”); see also Feliciano, 2017 WL 897421 , at *13 (“[L]egal competency is not an exacting standard.”). 38 Reyes, 2000 WL 703158 , at *3.

2023See also Shields, 593 A.2d at 1005 ; State v. Wright, 1994 WL 555556 , at *9 (Del.

2022Mem. at 3, Oct. 26, 2021 (D.I. 88). 223 See, e.g., Lecates v. State, 987 A.2d 413, 418-19 (Del. 2009) (“[r]ecognizing that our pertinent case law is not entirely clear” on the proper test for constructive possession of a firearm in certain contexts, and “clarify[ing] several points” and “existing inconsistencies” in relevant Delaware law); Reed v. State, 258 A.3d 807 , 828-29 (Del. 2021) (“We acknowledge that our decisional law on this point has not been consistent.

2022Why this exacting rule? 221 E.g., Wehde, 983 A.2d at 86 ; Sammons v. State, 68 A.3d 192, 196 (Del. 2013); Yarborough, 2019 WL 4954959 , at *2. 222 Def.’s Second Suppl.

2020Sell-Side Br.”), at 55. 168 RBC Capital Mkts., LLC v. Jervis, 129 A.3d 816, 863 (Del. 2015). 30 inferences, and the exacting standard for aiding-and-abetting liability remains for trial.

2018No Reasonable Suspicion for the Extended Detention The question is whether Officer Wilkers possessed a reasonable articulable suspicion that criminal activity was afoot to further extend the detention to call the K-9 Unit based on the facts presented “Reasonable suspicion” is a less exacting standard than “probable cause.” Officers must be able to identify “specific and articulable facts which, taken together with rational inferences from those facts, reasonably warrant the belief that a crime is being or has been committed.”39 Whether reasonable suspicion existed must be evaluated in light of

2011Co., 714 F.2d 673, 680 (7th Cir.1983))); Apperson v. Fleet Carrier Corp., 879 F.2d 1344, 1358 (6th Cir.1989) (rejecting the exacting standard of “proof of actual bias”); Sheet Metal Workers Int’l Ass'n Local Union # 420 v. Kinney Air Conditioning Co., 756 F.2d 742, 745-46 (9th Cir.1985) (adopting a "reasonable impression of partiality” standard); Morelite Constr.

2011Co., 714 F.2d 673, 680 (7th Cir.1983))); Apperson v. Fleet Carrier Corp., 879 F.2d 1344, 1358 (6th Cir.1989) (rejecting the exacting standard of “proof of actual bias”); Sheet Metal Workers Int’l Ass'n Local Union # 420 v. Kinney Air Conditioning Co., 756 F.2d 742, 745-46 (9th Cir.1985) (adopting a "reasonable impression of partiality” standard); Morelite Constr.

2011Co., 714 F.2d 673, 680 (7th Cir.1983))); Apperson v. Fleet Carrier Corp., 879 F.2d 1344, 1358 (6th Cir.1989) (rejecting the exacting standard of “proof of actual bias”); Sheet Metal Workers Int’l Ass'n Local Union # 420 v. Kinney Air Conditioning Co., 756 F.2d 742, 745-46 (9th Cir.1985) (adopting a "reasonable impression of partiality” standard); Morelite Constr.

2010See Kahn v. Tremont Corp., 694 A.2d 422, 428 (Del.1997) ("[WJlien a controlling share *411 holder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness...."); Lynch, 638 A.2d at 1115 ("A controlling or dominating shareholder standing on both sides of a transaction ... bears the burden of proving its entire fairness.”); Weinberger, 457 A.2d at 710 ("The requirement of fairness is unflinching in its demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, suf

2010See Kahn v. Tremont Corp., 694 A.2d 422, 428 (Del.1997) ("[WJlien a controlling share *411 holder stands on both sides of the transaction the conduct of the parties will be viewed under the more exacting standard of entire fairness...."); Lynch, 638 A.2d at 1115 ("A controlling or dominating shareholder standing on both sides of a transaction ... bears the burden of proving its entire fairness.”); Weinberger, 457 A.2d at 710 ("The requirement of fairness is unflinching in its demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, suf