business judgment rule in Delaware

2026To plead that a director was interested and therefore cannot count toward the requisite majority, a plaintiff can allege facts showing that the director received “a personal financial benefit from a transaction that is not equally shared by the 113 See Aronson, 473 A.2d at 812 (noting that if “the transaction is not approved by a majority consisting of the disinterested directors, then the business judgment rule has no application”).

2026Delaware’s intermediate standard of review—enhanced scrutiny—is not implicated by this case. 99 Chen, 87 A.3d at 667 . 100 Aronson, 473 A.2d at 812 . 101 In re Dollar Thrifty S’holder Litig., 14 A.3d 573, 598 (Del. Ch. 2010). 102 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2026Assocs. 14, L.P. v. Rich (NEA II), 295 A.3d 520, 544-47 (Del. Ch. 2023) (discussing non-contractible aspects of fiduciary relationships). 51 Reis v. Hazelett Strip–Casting Corp., 28 A.3d 442, 457 (Del. Ch. 2011). 35 an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”52 Unless a plaintiff rebuts one of those elements, “the court merely looks to see whether the business decision made was rational in the sense of being one logical approach to advancing the corporation’s objectives.”53 Only when a decision lacks any rationally

2026Delaware’s intermediate standard of review—enhanced scrutiny—is not implicated by this case. 99 Chen, 87 A.3d at 667 . 100 Aronson, 473 A.2d at 812 . 101 In re Dollar Thrifty S’holder Litig., 14 A.3d 573, 598 (Del. Ch. 2010). 102 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2023Op. 15. 151 Dollar Thrifty, 14 A.3d 573, 598 (Del. Ch. 2010) (citing Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971) (“A board of directors enjoys a presumption of sound business judgment, and its decisions will not be disturbed if they can be attributed to any rational business purpose.”)). 29 signed the written consent terminating Ogus after Bloom reported that Ogus’s removal was a “top priority” for SportTechie.152 Bloom told Bodie that Ogus had been a “weak link[] . . . for some time” and was “an unreliable team member” who had “failed to scale with SportTechie’s growing needs.

2022Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (quoting Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971)). 90 Singh v. Attenborough, 137 A.2d 151, 152 (Del. 2016) (observing that dismissal will likely result “because the vestigial waste exception has long had little real-world relevance” since “it has been understood that stockholders would be unlikely to approve a transaction that is wasteful”). 91 Corwin, 125 A.3d at 312 (“[T]he doctrine applies only to fully informed, uncoerced stockholder votes, and if troubling facts . . . were not disclosed that would have been material

2026In the seminal post-Applebaum case applying this standard, this court held that “[w]hen a controlling stockholder uses a reverse split to freeze out minority which are reviewed under the business judgment standard.” Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014), overruled on other grounds by Flood v. Synutra Int’l, Inc., 195 A.3d 754 (Del. 2018). 39 stockholders without any procedural protections, the transaction will be reviewed for entire fairness with the burden of proof on the defendant fiduciaries.” Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442, 460 (Del. Ch. 2011). 192

2026The rule presumes that “in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”100 Unless a plaintiff rebuts one of those elements, “the court merely looks to see whether the business decision made was rational in the sense of being one logical approach to advancing the corporation’s objectives.”101 Only when a decision lacks any rationally conceivable basis will a court infer bad faith and a breach of duty.102 The business judgment rule thus provides “someth

2025Even if Leo Group had proven a breach of duty and rebutted one of the presumptions of the business judgment rule, the burden of proof would shift to Kahlon to prove that his conduct was entirely fair. 229 The transaction must be 229 Disney II, 906 A.2d 27 , 52-53 (explaining that Delaware law “clearly permits a judicial assessment of director good faith” and that the business judgment rule can be rebutted by establishing “the directors breached their fiduciary duty of care or of loyalty or acted in bad faith” such that “[i]f that is shown, the burden then shifts to the director defendants to d

2024May 17, 2019) (“Relatedly, in the context of interested director transactions, only ‘sufficiently material’ interests can rebut the business judgment rule presumption, the determination of which is a ‘fact- dominated question.’” (quoting Technicolor Appraisal II, 634 A.2d at 364 )). 65 Lebanon Cty.

2026In the seminal post-Applebaum case applying this standard, this court held that “[w]hen a controlling stockholder uses a reverse split to freeze out minority which are reviewed under the business judgment standard.” Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014), overruled on other grounds by Flood v. Synutra Int’l, Inc., 195 A.3d 754 (Del. 2018). 39 stockholders without any procedural protections, the transaction will be reviewed for entire fairness with the burden of proof on the defendant fiduciaries.” Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442, 460 (Del. Ch. 2011). 192

2026That changed with this Court’s 2014 decision in Kahn v. M & F Worldwide Corp., 22 now commonly referred to as MFW, which clarified that the employment of both burden-shifting devices in the same transaction would change the standard of review: To summarize our holding, in controller buyouts, the business judgment standard of review will be applied if and only if: (i) the controller conditions the procession of the transaction on the approval of both a Special Committee and a majority of the minority stockholders; (ii) the Special Committee is independent; (iii) the Special Committee is empower

2026At the pleading stage, to change the standard of review from the business judgment rule to entire fairness, the complaint must allege facts supporting a reasonable inference that the directors who approved the challenged action did not include independent and disinterested directors, acting carefully and in good faith, with enough voting power by themselves to deliver the requisite majority for taking action.65 62 Cinerama, Inc. v. Technicolor, Inc., (Technicolor Plenary), 663 A.2d 1156, 1163 (Del. 1995) (internal quotation marks omitted). 63 Gesoff v. IIC Indus., Inc., 902 A.2d 1130, 1145 (De

2026At the 143 See In re Columbia Pipeline Gp., Inc. Merger Litig., 299 A.3d 393 , 458-59 (Del. Ch. 2023) (examining enhanced scrutiny precedents and demonstrating how they fit this pattern), rev’d on other grounds, 342 A.3d 324 (Del. 2025). 144 Obeid v. Hogan, 2016 WL 3356851 , at *13 (Del. Ch. June 10, 2016). 145 Cinerama, Inc. v. Technicolor, Inc. (Technicolor Plenary IV), 663 A.2d 1156, 1163 (Del. 1995) (internal quotation marks omitted). 146 Gesoff v. IIC Indus., Inc., 902 A.2d 1130, 1145 (Del. Ch. 2006). 147 Id. 50 pleading stage, to change the standard of review from the business judgment r

2026The Complaint does not plead facts supporting an inference that Fox took any actions during that time period, let alone actions that amount to a breach of the duty of care. 14 See id. (“A plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision . . . , regardless of the underlying standard of review for the board’s conduct—be it Revlon, Unocal, the entire fairness standard, or the business judgment rule.” (footnotes omitted)). 37 the sales process.” In re Answers Corp. S’holder Litig., 2012 WL 1253072 , at

2025First, a defendant must comply with the “DGCL’s prescribed methods for taking stockholder action to obtain the benefits of ratification.”82 Under Corwin, “the business judgment presumption ‘cannot be achieved without complying with the statutory formalities in the DGCL for taking stockholder action.’”83 It is reasonably conceivable that the stockholder vote did not comply with the statutory formalities of the DGCL, as the court held in Activision I.84 Because it is reasonably conceivable that the stockholder vote did not comply with statutory requirements, Defendants cannot rely on Corwin to l

2026(Trados II), 73 A.3d 17, 35 (Del. Ch. 2013). 132 Chen, 87 A.3d at 666 ; Trados II, 73 A.3d at 35-36. 47 To determine whether the complaint pleads a claim for breach of fiduciary duty, a court determines what standard of review applies, then evaluates the complaint’s allegations regarding the directors’ actions using that standard of review.133 “Delaware has three tiers of review for evaluating director decision-making: the business judgment rule, enhanced scrutiny, and entire fairness.”134 “In each manifestation, the standard of review is more forgiving of directors and more onerous for stockh

2026When litigation arises, directors are not judged by the standard of conduct but rather using a standard of review.97 “Delaware has three tiers of review for evaluating director decision-making: the 96 McRitchie, 315 A.3d at 551. 97 Trados II, 73 A.3d at 35-36. 41 business judgment rule, enhanced scrutiny, and entire fairness.” 98 “In each manifestation, the standard of review is more forgiving of directors and more onerous for stockholder plaintiffs than the standard of conduct.”99 Here, the business judgment rule applies and leads to the dismissal of Count I.

2024We observed that MFW held that “‘the business judgment standard appl[ies] to controller freeze-out mergers where the controller’s proposal is conditioned on both Special Committee approval and a favorable majority-of-the-minority vote[.]’”67 63 Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001) (internal citation omitted). 64 Olenik v. Lodzinski, 208 A.3d 704, 714 (Del. 2019) (quoting Allen v. Encore Energy Partners, L.P., 72 A.3d 93, 100 (Del. 2013)). 65 Id. 66 298 A.3d 667 (Del. 2023). 67 Id. at 707 (quoting MFW, 88 A.3d at 639 ). 29 MFW adopted the following standard: To summarize our hol

2024In MFW, 94 Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001) (internal citation omitted). 30 a case involving a controller freeze-out transaction, we adopted the following standard: To summarize our holding, in controller buyouts, the business judgment standard of review will be applied if and only if: (i) the controller conditions the procession of the transaction on the approval of both a Special Committee and a majority of the minority stockholders; (ii) the Special Committee is independent; (iii) the Special Committee is empowered to freely select its own advisors and to say no definiti

2026The analysis would not flow through the entire fairness test, in which the defendants gain the ability to prove entire fairness but functionally have to disprove causation. 67 Aronson, 473 A.2d at 812. 40 • When the business judgment rule applies, the level of carelessness is gross negligence.68 • When enhanced scrutiny applies, the level of carelessness is action that falls outside a range of reasonableness.69 • When entire fairness applies, the level of carelessness is action resulting in a decisionmaking process that fails to satisfy the fair dealing dimension of the unitary entire fairness

2023I interpret Plaintiffs’ claim as one for injunctive relief, and not for damages. 14 On September 2, Defendants filed a motion to dismiss the Complaint (the “Motion”).43 Defendants argue the Court must dismiss the Complaint because the Board’s decisions concerning the Challenged Provisions are protected by the business judgment rule and enhanced scrutiny is not triggered under Unocal Corporation v. Mesa Petroleum Company in the absence of a threat and defensive action.44 Additionally, Defendants argue that even if enhanced scrutiny does apply, the Court must dismiss the Complaint under Corwin v

2026Law. 1287, 1295-99 (2001) [hereinafter Function Over Form]. 28 Chen, 87 A.3d at 667 (“The numerous policy justifications for this divergence largely parallel the well-understood rationales for the business judgment rule.”).

2026Delaware’s intermediate standard of review—enhanced scrutiny—is not implicated by this case. 99 Chen, 87 A.3d at 667 . 100 Aronson, 473 A.2d at 812 . 101 In re Dollar Thrifty S’holder Litig., 14 A.3d 573, 598 (Del. Ch. 2010). 102 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2026Gantler, 965 A.2d at 707 (“The pled facts are sufficient to establish disloyalty of at least three (i.e., a majority) of the remaining directors, which suffices to rebut the business judgment presumption.”).

2018Under Section 8.5 of Ebix’s bylaws, any bylaw “may be rescinded, altered, amended or repealed, and new Bylaws may be made [] by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board.”64 61 See Gantler, 965 A.2d at 705 (finding the business judgment standard applied because defendants did not act defensively and did not, therefore, trigger Unocal). 62 Wis. Inv.

2026(Disney II), 906 A.2d 27, 67 (Del. 2006) (quoting Disney I, 907 A.2d at 755 ); accord Stone, 911 A.2d at 369 (“A failure to act in good faith may be shown, for instance, where the fiduciary intentionally acts with a purpose other than that of advancing the best interests of the corporation . . . .” (quoting Disney II, 906 A.2d at 67 )); see Gagliardi, 683 A.2d at 1051 n.2 (defining a “bad faith” transaction as one “that is authorized for some purpose other than a genuine attempt to advance corporate welfare or is known to constitute a violation of applicable positive law”); In re RJR Nabisco,

2026(Disney II), 906 A.2d 27, 67 (Del. 2006) (quoting Disney I, 907 A.2d at 755 ); accord Stone, 911 A.2d at 369 (“A failure to act in good faith may be shown, for instance, where the fiduciary intentionally acts with a purpose other than that of advancing the best interests of the corporation . . . .” (quoting Disney II, 906 A.2d at 67 )); see Gagliardi, 683 A.2d at 1051 n.2 (defining a “bad faith” transaction as one “that is authorized for some purpose other than a genuine attempt to advance corporate welfare or is known to constitute a violation of applicable positive law”); In re RJR Nabisco,

2026As a fiduciary, Kahlon owed a duty “to the [p]artnership for the benefit of all the business judgment rule, “the court merely looks to see whether the business decision made was rational in the sense of being one logical approach to advancing the corporation’s objectives”). 38 Opening Br. at 28. 39 Id. 13 of its limited partners.”40 Furthermore, when Kahlon chose to communicate with an individual partner, he was required to communicate honestly.41 He could not, however, prioritize an individual partner’s needs over others or above the partnership as a whole.42 1.

2026Delaware’s intermediate standard of review—enhanced scrutiny—is not implicated by this case. 99 Chen, 87 A.3d at 667 . 100 Aronson, 473 A.2d at 812 . 101 In re Dollar Thrifty S’holder Litig., 14 A.3d 573, 598 (Del. Ch. 2010). 102 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2025“Like any other interested transaction, [fiduciary] self-compensation decisions lie outside the business judgment rule’s presumptive protection, so that, where properly challenged, the receipt of self-determined benefits is subject to an affirmative showing that the compensation arrangements are fair to the corporation.” Telxon 20 Corp. v. Meyerson, 802 A.2d 257, 265 (Del. 2002); accord Valeant Pharms.

2023Absent some cleansing mechanism, the decision will “lie outside the business judgment rule’s presumptive protection, so that, where properly challenged, the receipt of self-determined benefits is subject to an affirmative showing that the compensation arrangements are fair to the corporation.” Telxon Corp. v. Meyerson, 802 A.2d 257, 265 (Del. 2002).

2023I interpret Plaintiffs’ claim as one for injunctive relief, and not for damages. 14 On September 2, Defendants filed a motion to dismiss the Complaint (the “Motion”).43 Defendants argue the Court must dismiss the Complaint because the Board’s decisions concerning the Challenged Provisions are protected by the business judgment rule and enhanced scrutiny is not triggered under Unocal Corporation v. Mesa Petroleum Company in the absence of a threat and defensive action.44 Additionally, Defendants argue that even if enhanced scrutiny does apply, the Court must dismiss the Complaint under Corwin v

2022Ch. 2008). 28 the business judgment rule applies.” Corwin, 125 A.3d at 309 .

2025“Delaware courts will deem a stockholder a controlling stockholder when the stockholder: (1) owns more than 50% of the voting power of a corporation or (2) owns less than 50% of the voting power of the corporation but ‘exercises control over the business affairs of the corporation.’” In re Tesla Motors, Inc. S’holder Litig., 2018 WL 1560293 , at *12 (Del. Ch. Mar. 28, 2018) (emphasis removed) (quoting Kahn v. Lynch Commc’ns Sys., Inc., 638 A.2d 1110 , 1113-14 (Del. 1994)). 14 Even if a transaction is not approved by disinterested and independent directors, “where no controlling shareholder is

2024But since 1994 (if not before), Delaware law has deemed the business judgment rule rebutted and applied the entire fairness test ab initio to any transaction between the corporation and a controlling stockholder in which the controller receives a non-ratable benefit.24 Unless the transaction incorporates one or more protective mechanisms, “the standard of review for that decision is entire fairness, with the burden of proof resting on the defendants.”25 22 Cinerama, Inc. v. Technicolor, Inc. (Technicolor Plenary IV), 663 A.2d 1156, 1163 (Del. 1995) (citation omitted). 23 Gesoff v. IIC Indus.,

2024It is therefore subject to strict scrutiny, and the defendants have the burden of showing that it was fair.”); Orman v. Cullman, 794 A.2d 5, 22 (Del. Ch. 2002) (applying the business judgment rule because the controlling stockholder “did not stand on both sides of the challenged merger” initiated by an unaffiliated third party and negotiated by independent directors); Solomon v. Armstrong, 747 A.2d 1098, 1123 (Del. Ch. 1999), aff’d, 746 A.2d 277 , 2000 WL 140072 (Del. Jan. 26, 2000) (TABLE) (applying the business judgment rule after finding that the minority stockholders’ strong contractual ri

2022The Standard of Review “When determining whether [defendants] have breached their fiduciary duties, Delaware corporate law distinguishes between the standard of conduct and the standard of review.”144 The standard of conduct—addressed above—“describes what directors are expected to do and is defined by the context of the duties of loyalty and care.”145 “The standard of review is the test that a court applies when evaluating whether directors have met the standard of conduct.”146 Delaware’s default standard of review is the business judgment rule, which “is a presumption that in making a busine

2025To successfully rebut the business judgment rule “in this manner, thereby leading to the application of the entire fairness standard, a plaintiff must normally plead facts demonstrating ‘that a majority of the director defendants have a financial interest in the transaction or were dominated or controlled by a materially interested director.’” Orman, 794 A.2d at 22 (quoting Crescent/Mach I P’rs, L.P. v. Turner, 846 A.2d 963, 979 (Del. Ch. 2000)).

2025LLC, 125 A.3d 304 (Del. 2015) (quoting Orman v. Cullman, 794 A.2d 5, 20 (Del. Ch. 2002)). 13 At the pleadings stage, a plaintiff can rebut the business judgment presumption by adequately alleging that (1) a controlling stockholder stood on both sides of the challenged transaction or (2) at least half of the directors who approved the transaction were not disinterested or independent.

2024ANALYSIS It is a “cardinal precept” of Delaware law that “directors, rather than shareholders, manage the business and affairs of the corporation.” 71 “The decision to bring a law suit or refrain from litigating a claim on behalf of a corporation is a decision concerning the management of the corporation.”72 A stockholder may only assume the power to bring a derivative claim on the corporation’s behalf after satisfying the strict conditions of Rule 23.1.73 A board’s rejection of a litigation demand is entitled to the protections of the business judgment rule, which presumes that the directors

2022See Brehm, 746 A.2d at 253-54 (overruling prior precedent that the Court of Chancery’s decision under Rule 23.1 is reviewed by the Supreme Court under an abuse of discretion standard). 102 Spiegel v. Buntrock, 571 A.2d 767, 777 (Del. 1990); see also Grimes, 673 A.2d at 1219 (“If a demand is made and rejected, the board rejecting the demand is entitled to the presumption of the business judgment rule unless the stockholder can allege facts with particularity creating a reasonable doubt that the board is entitled to the benefit of the presumption.”). 32 the subject of the litigation demand or wh

2024It suffices to say that, when articulating the policy reasons for adopting the rule of MFW, the court identified appraisal as a safety valve to protect minority stockholders from any mischief that might result from applying the business judgment rule to controller squeeze-outs. 330 Were this court to rely on MFW to determine whether to grant deal price presumptive weight in the appraisal 326 Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014) (“[W]here the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the share

2024It suffices to say that, when articulating the policy reasons for adopting the rule of MFW, the court identified appraisal as a safety valve to protect minority stockholders from any mischief that might result from applying the business judgment rule to controller squeeze-outs. 330 Were this court to rely on MFW to determine whether to grant deal price presumptive weight in the appraisal 326 Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014) (“[W]here the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the share

2025A Breach Relating To The Post-Merger Management Of The Company To determine whether a fiduciary has breached her duties, the court must identify the applicable standard of review.14 “Delaware has three tiers of review for evaluating [fiduciary] decision-making: the business judgment rule, enhanced scrutiny, and entire fairness.”15 The business judgment rule is Delaware’s default standard of review.16 The rule presumes that “in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best intere

2024Volcano, 143 A.3d at 749-50; see also Larkin, 2016 WL 4485447 , at *21 (dismissing fiduciary duty claims under Corwin because plaintiff did not plead a claim for waste); Rouse Props., 2018 WL 1226015 , at *25 (same). 78 In the absence of a controller, to avoid the application of the business judgment rule under Corwin, the plaintiff “must plead facts from which it reasonably can be inferred that [the company’s] stockholders were interested, coerced, or not fully informed” when accepting the tender offer.

2026Stevens & Co., Inc. S’holders Litig., 542 A.2d 770, 780-81 (Del. Ch. 1988) (“A court may, however, review the substance of a business decision made by an apparently well motivated board for the limited purpose of assessing whether that decision is so far beyond the bounds of reasonable judgment that it seems essentially inexplicable on any ground other than bad faith.”) (internal citation omitted). 118 In re Orchard Enters., Inc. S’holder Litig., 88 A.3d 1, 34 (Del. Ch. 2014). 119 See LPA § 3.9(a). 62 If that were all the Complaint alleged, then the business judgment rule would likely still ap

1999Stevens & Co. Shareholders Litig., Del.Ch., 542 A.2d 770, 780 (1988) ("Stated generally, the business judgment rule provides that a decision made by an independent board will not give rise to liability ... if it is made in good faith and in the exercise of due care.”). 9 .

2026Mining Corp. v. Theriault, 51 A.3d 1213, 1244 (Del. 2012) (affirming trial court’s finding that “the process by which the Merger was negotiated and approved was not fair” and produced an unfair price); Disney II, 906 A.2d 27, 52 (Del. 2006) (explaining that the business judgment rule can be rebutted by establishing that “the directors breached their fiduciary duty of care” and that “[i]f that is shown, the burden then shifts to the director defendants to demonstrate that the challenged act or transaction was entirely fair to the corporation and its shareholders”); Weinberger v. UOP, Inc., 457

2025“The effect of this presumption when applied by a court is that the court will not substitute its judgment for that of the board, unless it is shown by a preponderance of the evidence that the directors’ decision involved a breach of fiduciary duty.” 153 But, “[i]f the presumption of the business judgment rule is rebutted . . . the burden shifts to the director defendants to prove to the trier of fact that the challenged transaction was ‘entirely fair’ to the shareholder plaintiff.” 154 We have explained how the presumption reflected in the business judgment rule operates in the context of a m

2024The presentation included a comparison of Delaware and Nevada law and explained that under Nevada law, a director or officer can be liable “only when the plaintiff affirmatively rebuts the business judgment presumption and demonstrates that the fiduciary breach involved intentional misconduct, fraud, or a knowing violation of law.” Id. at ‘063.

2021Co. v. Macmillan, Inc., 559 A.2d 1261 , 1284 n.32 (Del. 1989) (distinguishing between “the traditional concept of protecting the decision itself” and the 38 transactional justification setting to evaluate the question of breach when determining whether to enjoin a transaction from closing pending trial.3 A court likewise will apply enhanced scrutiny after trial to determine whether to issue a mandatory injunction, a question of the “directors’ personal liability for these challenged decisions”); Revlon, 506 A.2d at 180 n.10 (embracing the distinction between “the business judgment rule, which

2017But see, Singh v. Attenborough, 137 A.3d 151 , 151-52 (Del. 2016) (“When the business judgment rule standard of review is invoked because of a vote, dismissal is typically the result.

2017But see, Singh v. Attenborough, 137 A.3d 151 , 151-52 (Del. 2016) (“When the business judgment rule standard of review is invoked because of a vote, dismissal is typically the result.

2026The analysis would not flow through the entire fairness test, in which the defendants gain the ability to prove entire fairness but functionally have to disprove causation. 67 Aronson, 473 A.2d at 812. 40 • When the business judgment rule applies, the level of carelessness is gross negligence.68 • When enhanced scrutiny applies, the level of carelessness is action that falls outside a range of reasonableness.69 • When entire fairness applies, the level of carelessness is action resulting in a decisionmaking process that fails to satisfy the fair dealing dimension of the unitary entire fairness

2026The resulting scenarios call for an intermediate standard of review that examines ‘the reasonableness of the end that the directors chose to pursue, the path that they took to get there, and the fit between the means and the end.’”). 85 See Flannery v. Genomic Health, Inc., 2021 WL 3615540 , at *12 (Del. Ch. Aug. 16, 2021) (“Delaware courts will move past the business judgment rule and review director conduct with enhanced scrutiny under Revlon when directors are confronted with a change of control transaction that presents the board with the opportunity to secure ‘the best value reasonably av