protection privilege in Delaware

1983Co., supra. The business judgment rule, which is a presumption that a rational business decision of an officer or director is proper unless facts exist which remove the decision from the protection of the rule, is a potential defense to allegations of Board interest-edness and demand futility.

1983Co., supra. The business judgment rule, which is a presumption that a rational business decision of an officer or director is proper unless facts exist which remove the decision from the protection of the rule, is a potential defense to allegations of Board interest-edness and demand futility.

2022The court reasoned that Restatement (Second) of Torts § 611 “prevents a plaintiff from filing a lawsuit containing defamatory allegations and then ‘reporting’ such defamatory allegations 141 Restatement (Second) of Torts § 611 cmt. c. (1977); see also Smolla, supra note 12, § 8:76 (“So too, a reporter who acts in collusion with a party to a proceeding, or who presents material under the pretense of a fair report when it is in actuality a sham effort to put forward one side’s party line, is deservedly ousted from the protection of the privilege.”). 142 See Schiavone, 847 F.2d at 1087 n.26. 143

1992Id. at 427 , 104 S.Ct. at 1142, 79 L.Ed.2d at 419 (quoting United States v. Monia, 317 U.S. 424, 427 , 63 S.Ct. 409, 410-11 , 87 L.Ed. 376, 380 (1943)). 5 .

1992Id. at 427 , 104 S.Ct. at 1142, 79 L.Ed.2d at 419 (quoting United States v. Monia, 317 U.S. 424, 427 , 63 S.Ct. 409, 410-11 , 87 L.Ed. 376, 380 (1943)). 5 .

1992Schmerber v. California, 384 U.S. 757, 763-64 , 86 S.Ct. 1826, 1832 , 16 L.Ed.2d 908 (1966).

1992Schmerber v. California, 384 U.S. 757, 763-64 , 86 S.Ct. 1826, 1832 , 16 L.Ed.2d 908 (1966).

1991Each of those arguments was based, at least in part, upon this Court’s decision in Smith v. Van Gorkom, Del.Supr., 488 A.2d 858 (1985).

1983Ch., 244 A.2d 89 (1968); Guth v. Loft, Del.

1983They correctly point out that the rule is a presumption that a rational business decision of the officers or directors of a corporation is proper unless there exists facts which remove the decision from the protection of the rule — such as self-dealing, conflict of interest, fraudulent, illegal or reckless decisions, waste of corporate assets, etc. Schreiber v. Pennzoil Co., Del.Ch., 419 A.2d 952 (1980); Prince v. Bensinger, Del.

1983Lewis v. Curtis, 3d Cir., 671 F.2d 779 (1982).

1980Warshaw v. Calhoun, supra. Zapata cites these fundamental principles of corporate law and argues that a decision *1256 to litigate a corporate right is solely within the directors’ discretion and that even a decision not to continue a suit asserting the corporate right to prosecute a claim against the directors themselves, if made by disinterested directors acting in good faith and on reasonable inquiry, is protected by the business judgment rule and cannot be challenged by a stockholder.

1980Maldonado v. Flynn, Del.Ch., 413 A.2d 1251 at *957 1255 (1980).

1978Shell Oil Co. v. Marinello, 63 N.J. 402 , 307 A.2d 598 (1973)], and the relationship thus has the protection of the rule that a franchisor may not “unjustly” fail to renew a franchise.

1978Shell Oil Co. v. Marinello, 63 N.J. 402 , 307 A.2d 598 (1973)], and the relationship thus has the protection of the rule that a franchisor may not “unjustly” fail to renew a franchise.

1976As such, *678 they argue that the approval by the County falls within the protection of the rule established in High v. State Highway Department, Del.Supr., 307 A.2d 799 (1973), which in effect, held that a good faith exercise of judgment and discretion in the performance of administrative functions by a governmental agency is a legally protected area of decision-making in which the discretionary decision of the agency does not expose it, or those who act in reliance on its decision, to tort liability even if injury to another may result therefrom.

1956Although contemplation of his own possible negligence may be quite distasteful to the defendant, nevertheless, he is unable to seek the protection of the doctrine without admitting, arguendo at least, that he may have been guilty of some act of negligence.” Compare Lord v. Poore, 9 Terry 595, 108 A. 2d 366, 371 .

1956Although contemplation of his own possible negligence may be quite distasteful to the defendant, nevertheless, he is unable to seek the protection of the doctrine without admitting, arguendo at least, that he may have been guilty of some act of negligence.” Compare Lord v. Poore, 9 Terry 595, 108 A. 2d 366, 371 .

1952Facts must, of course, be alleged to bring a plaintiff within the protection of the doctrine. * * ""; and where the last chance doctrine is invoked, the facts alleged must show that the plaintiff’s negligence was merely a remote condition. * * This rule was in accord with the requirement generally prevailing elsewhere to the effect that, in order to make the last clear chance doctrine an issue in the case, facts must be stated in the complaint which “fairly apprise the trial court and defendant that it will be invoked and afford a basis for a conclusion of liability based upon it.” Kinderavich

1952Facts must, of course, be alleged to bring a plaintiff within the protection of the doctrine. * * ""; and where the last chance doctrine is invoked, the facts alleged must show that the plaintiff’s negligence was merely a remote condition. * * This rule was in accord with the requirement generally prevailing elsewhere to the effect that, in order to make the last clear chance doctrine an issue in the case, facts must be stated in the complaint which “fairly apprise the trial court and defendant that it will be invoked and afford a basis for a conclusion of liability based upon it.” Kinderavich

1952Detroit Edison Co. v. Securities and Exchange Comm., (6 Cir.) 1941, 119 F.2d 730, 739 ; and see, for example, such cases as are collected in Note 67, Title 29, U.S.C.A. § 213 .

1952Detroit Edison Co. v. Securities and Exchange Comm., 6 Cir., 1941, 119 F.2d 730, 739 ; and see, for example, such cases as are collected in Note 67, Title 29, U.S. C.A. § 213. *443 For reasons which seemed sufficient to the General Assembly, the necessity to protect health and safety was set aside in certain cases where it was thought to conflict with the interests of industry.

1952Co., 101 Vt. 282 , 143 A. 297 ; 65 C.

1952Co., 101 Vt. 282 , 143 A. 297 ; 65 C.