overarching test in Delaware

2022See Barkan v. Amsted Indus., 567 A.2d 1279, 1288 (Del. 1989) (holding that there is a single standard for assessing materiality).

2021The Delaware Supreme Court’s application of enhanced scrutiny in McMullin comports with the general proposition that “when a shareholder presumes to exercise control over a corporation, to direct its actions, that shareholder assumes a fiduciary duty of the same kind as that owed by a director to the corporation.” Harris v. Carter, 582 A.2d 222, 234 (Del.

2018Assuming for the sake of argument that IBP and Hexion did establish an overarching standard for analyzing every MAE, those decisions speak in terms of “unknown events,” not contemplated risks.633 As Akorn’s management admitted, the events that gave rise to 631 See IBP, 789 A.2d at 22 (“During the winter and spring of 2001, Tyson’s own business performance was dismal.

2018Rather, the question is whether those ties are material, in the sense that the alleged ties could have affected the impartiality of the director.”172 Here, Carr has not pled facts such 169 Pl’s Answering Br. 82. 170 Pl.’s Answering Br. 18. 171 Pl.’s Answering Br. 18. 172 In re MFW S’holders Litig., 67 A.3d 496, 509-10 (Del.

2017The Aronson test must be understood in the context of the overarching test for demand futility laid out in Rales:143 could the directors bring business judgment to 139 473 A.2d 805, 811 (Del. 1984). 140 Id. at 814 .

2017The Aronson test must be understood in the context of the overarching test for demand futility laid out in Rales:143 could the directors bring business judgment to 139 473 A.2d 805, 811 (Del. 1984). 140 Id. at 814 .

2017I disagree with that suggestion, in any event, since Section 226(b) explicitly establishes the overarching requirement that “the authority of the custodian or receiver „only upon a showing of gross mismanagement, positive misconduct by corporate officers, breach of trust, or extreme circumstances showing imminent danger of great loss to the corporation which, otherwise, cannot be prevented.‟” Carlson v. Hallinan, 925 A.2d 506, 543 (Del.

2017Ch. 2009) (internal citations and quotation marks omitted). 36 Id. (“Cochran, Reddy, and Zaman are thus fully consistent with the overarching test announced by our Supreme Court for determining when a covered person has been sued ‘by reason of’ his or her official capacity . . .”). 37 Id. at 404 (“As this case and others . . . demonstrate, corporations bent on limiting their exposure to mandatory indemnification and advancement provisions sought to read Cochran broadly as saying that if an individual agrees to serve in a covered capacity pursuant to an employment agreement, then his duties bec

2017Ch. 2009) (internal citations and quotation marks omitted). 36 Id. (“Cochran, Reddy, and Zaman are thus fully consistent with the overarching test announced by our Supreme Court for determining when a covered person has been sued ‘by reason of’ his or her official capacity . . .”). 37 Id. at 404 (“As this case and others . . . demonstrate, corporations bent on limiting their exposure to mandatory indemnification and advancement provisions sought to read Cochran broadly as saying that if an individual agrees to serve in a covered capacity pursuant to an employment agreement, then his duties bec

2012Caremark, 698 A.2d at 970 ; see, e.g., Stone, 911 A.2d at 364 (evaluating claim under failure-to-monitor branch of Caremark when "the plaintiffs acknowledge that the directors neither knew nor should have known that violations of law were occurring, i.e., that there were no red flags before the directors” (alteration and internal quotation omitted)); Shaev, 2006 WL 391931 , at *1 (evaluating claim under failure-to-monitor branch of Caremark after noting that the plaintiffs had no indications that the director defendants had any contemporaneous knowledge of the alleged misconduct by Citigroup e

2009Cochran, Reddy, and Zaman are thus fully consistent with the overarching test announced by our Supreme Court for determining when a covered person has been sued “by reason of’ his or her official capacity: “[I]f there is a nexus or causal connection between [a claim] and one’s official capacity, those proceedings are ‘by reason of the fact’ that one was a corporate officer, without regard to one’s motivation for engaging in that conduct.” Homestore, Inc. v. Tafeen, 888 A.2d 204, 215 (Del.2005).

2009The requisite connection is established “if the corporate powers were used or necessary for the commission of the alleged misconduct.” Bernstein v. TractManager, Inc., 953 A.2d 1003, 1011 (Del.