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9 Delaware opinions name it 2 courts 1981–2026 5 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Kahn v. Kolberg Kravis Roberts & Co.green2 sentences2020The focus of the Zapata standard is whether an independent committee of the board should be permitted to dismiss with prejudice derivative claims asserted by a stockholder—typically for breach of fiduciary duty— seeking a recovery for the corporation in a “demand excused” situation, meaning that the claims would survive a Rule 23.1 motion for failure to make a demand.153 151 Id. at 788-89. 152 Id. at 789. 153 See, e.g., Kahn v. Kolberg Kravis Roberts & Co., L.P., 23 A.3d 831, 834-35 (Del. 2011); London v. Tyrrell, 2010 WL 877528 , at *11 (Del. 2020The focus of the Zapata standard is whether an independent committee of the board should be permitted to dismiss with prejudice derivative claims asserted by a stockholder—typically for breach of fiduciary duty— seeking a recovery for the corporation in a “demand excused” situation, meaning that the claims would survive a Rule 23.1 motion for failure to make a demand.153 151 Id. at 788-89. 152 Id. at 789. 153 See, e.g., Kahn v. Kolberg Kravis Roberts & Co., L.P., 23 A.3d 831, 834-35 (Del. 2011); London v. Tyrrell, 2010 WL 877528 , at *11 (Del. | 2 | 2 |
Zapata Corp. v. Maldonadogreen2 sentences2024The second step of the Zapata analysis has been described by Delaware courts as “the essential key,” on the one hand, Zapata, 430 A.2d at 789 , and “discretionary” on the 40 The court has already probed Plaintiffs’ challenge to the SLC’s investigation and findings and found that the scope of the investigation and conclusions were reasonable. 2024The second step of the Zapata analysis has been described by Delaware courts as “the essential key,” on the one hand, Zapata, 430 A.2d at 789 , and “discretionary” on the 40 The court has already probed Plaintiffs’ challenge to the SLC’s investigation and findings and found that the scope of the investigation and conclusions were reasonable. | 1 | 7 |
Kaplan v. Wyattgreen2 sentences2023The SLC has demonstrated its independence, that its process was thorough and unbiased, 364 Id. (emphasis in original). 365 Kaplan, 499 A.2d at 1192 ; see also Diep, 280 A.3d at 158. 366 London, 2010 WL 877528 , at *11. 367 Kaplan, 484 A.2d at 508 ; see Biondi, 820 A.2d at 1164 n.40 (“Although this is said to be an oxymoronic judicial exercise of ‘business judgment,’ its purpose is to provide a safeguard against the danger that the difficult-to-detect influence of fellow-feeling among directors (i.e., so-called ‘structural bias’) does not cause cessation of meritorious litigation valuable to th 2023The SLC has demonstrated its independence, that its process was thorough and unbiased, 364 Id. (emphasis in original). 365 Kaplan, 499 A.2d at 1192 ; see also Diep, 280 A.3d at 158. 366 London, 2010 WL 877528 , at *11. 367 Kaplan, 484 A.2d at 508 ; see Biondi, 820 A.2d at 1164 n.40 (“Although this is said to be an oxymoronic judicial exercise of ‘business judgment,’ its purpose is to provide a safeguard against the danger that the difficult-to-detect influence of fellow-feeling among directors (i.e., so-called ‘structural bias’) does not cause cessation of meritorious litigation valuable to th | 1 | 3 |
In Re ORACLE CORP DERIVATIVE LITIGATIONgreen2 sentences2021As the first step, the court must “review[] the independence of SLC members and consider[] whether the SLC conducted a good faith investigation of reasonable scope that yielded reasonable bases supporting its conclusions.”209 As the second step, the court applies “its own business judgment to the facts to determine whether the corporation’s best interests would be served by dismissing the suit.”210 A. First Step “The first prong of the Zapata standard analyzes the independence and good faith of committee members, the quality of [the SLC’s] investigation and the reasonableness of 207 In re Orac 2021As the first step, the court must “review[] the independence of SLC members and consider[] whether the SLC conducted a good faith investigation of reasonable scope that yielded reasonable bases supporting its conclusions.”209 As the second step, the court applies “its own business judgment to the facts to determine whether the corporation’s best interests would be served by dismissing the suit.”210 A. First Step “The first prong of the Zapata standard analyzes the independence and good faith of committee members, the quality of [the SLC’s] investigation and the reasonableness of 207 In re Orac | 1 | 2 |
Kaplan v. Wyattgreen2 sentences2023Ch. 1984), aff’d, 499 A.2d 1184 (Del. 1985))). 26 The first step of the analysis requires the court to “review[] the independence of SLC members and consider[] whether the SLC conducted a good faith investigation of reasonable scope that yielded reasonable bases supporting its conclusions.”139 This step is often dispositive.140 If the special litigation committee meets its burden under step one, the court can grant dismissal or proceed to the discretionary second step.141 In the second step, the court applies “its own business judgment” to determine whether dismissal would serve the company’s 2023Ch. 1984), aff’d, 499 A.2d 1184 (Del. 1985))). 26 The first step of the analysis requires the court to “review[] the independence of SLC members and consider[] whether the SLC conducted a good faith investigation of reasonable scope that yielded reasonable bases supporting its conclusions.”139 This step is often dispositive.140 If the special litigation committee meets its burden under step one, the court can grant dismissal or proceed to the discretionary second step.141 In the second step, the court applies “its own business judgment” to determine whether dismissal would serve the company’s | 1 | 1 |
Biondi v. Scrushygreen2 sentences2023The SLC has demonstrated its independence, that its process was thorough and unbiased, 364 Id. (emphasis in original). 365 Kaplan, 499 A.2d at 1192 ; see also Diep, 280 A.3d at 158. 366 London, 2010 WL 877528 , at *11. 367 Kaplan, 484 A.2d at 508 ; see Biondi, 820 A.2d at 1164 n.40 (“Although this is said to be an oxymoronic judicial exercise of ‘business judgment,’ its purpose is to provide a safeguard against the danger that the difficult-to-detect influence of fellow-feeling among directors (i.e., so-called ‘structural bias’) does not cause cessation of meritorious litigation valuable to th 2023The SLC has demonstrated its independence, that its process was thorough and unbiased, 364 Id. (emphasis in original). 365 Kaplan, 499 A.2d at 1192 ; see also Diep, 280 A.3d at 158. 366 London, 2010 WL 877528 , at *11. 367 Kaplan, 484 A.2d at 508 ; see Biondi, 820 A.2d at 1164 n.40 (“Although this is said to be an oxymoronic judicial exercise of ‘business judgment,’ its purpose is to provide a safeguard against the danger that the difficult-to-detect influence of fellow-feeling among directors (i.e., so-called ‘structural bias’) does not cause cessation of meritorious litigation valuable to th | 1 | 1 |
Walker v. Stategreen2 sentences2021Kaplan, 484 A.2d at 520 ; accord WeWork, 250 A.3d at 1013 (noting that the second step “permits the court in its discretion to use its own independent business judgment in determining whether the motion to dismiss should be granted” (emphasis added) (internal quotation marks omitted)); Sutherland, 658 A.2d at 239 (noting that “the court may nonetheless exercise its own business judgment and deny the motion to dismiss” (emphasis added)). 2021Kaplan, 484 A.2d at 520 ; accord WeWork, 250 A.3d at 1013 (noting that the second step “permits the court in its discretion to use its own independent business judgment in determining whether the motion to dismiss should be granted” (emphasis added) (internal quotation marks omitted)); Sutherland, 658 A.2d at 239 (noting that “the court may nonetheless exercise its own business judgment and deny the motion to dismiss” (emphasis added)). | 1 | 1 |
Lewis v. Fuquagreen2 sentences2021Ch. 2003). 208 Lewis v. Fuqua, 502 A.2d 962, 966 (Del. 2021Ch. 2003). 208 Lewis v. Fuqua, 502 A.2d 962, 966 (Del. | 1 | 1 |
In re Trados Inc. Shareholder Litigationgreen2 sentences2020The Special Committee cited no authority in which a director (as opposed to a stockholder) was found to have standing to invoke equitable review of a legally permissible action under Schnell and its progeny to challenge the 157 Id. at 787 ; see also In re Trados Inc. S'holder Litig., 73 A.3d 17, 43 (Del. 2020The Special Committee cited no authority in which a director (as opposed to a stockholder) was found to have standing to invoke equitable review of a legally permissible action under Schnell and its progeny to challenge the 157 Id. at 787 ; see also In re Trados Inc. S'holder Litig., 73 A.3d 17, 43 (Del. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Sutherland v. Sutherland
green
2 sentences2020Ex. 14, Annex Res-2, at Skadden_NewCommittee 0000016. 161 Kahn, 23 A.3d at 836 . 162 Sutherland, 958 A.2d at 239 . 163 Id. 164 Kaplan, 484 A.2d at 506 . 43 1. 2020Ex. 14, Annex Res-2, at Skadden_NewCommittee 0000016. 161 Kahn, 23 A.3d at 836 . 162 Sutherland, 958 A.2d at 239 . 163 Id. 164 Kaplan, 484 A.2d at 506 . 43 1. | 1 | 2020–2020 |
Spiegel v. Buntrock
green
2 sentences2018Otherwise, but for the disqualifying self-interest factor, the board could make its decision for itself, whether it chose to do so through a committee or not, and cause an appropriate motion to be made on behalf of the corporation just as in any normal suit in which the corporation was named as a party defendant.111 Given that the Zapata test was designed to address dismissal motions where a board is conflicted and thus a demand would be excused, and given the absence of any authority applying the test outside of that context, the court rejects Busch’s 110 Id. at 787 . 111 Spiegel, 571 A.2d at 2018Otherwise, but for the disqualifying self-interest factor, the board could make its decision for itself, whether it chose to do so through a committee or not, and cause an appropriate motion to be made on behalf of the corporation just as in any normal suit in which the corporation was named as a party defendant.111 Given that the Zapata test was designed to address dismissal motions where a board is conflicted and thus a demand would be excused, and given the absence of any authority applying the test outside of that context, the court rejects Busch’s 110 Id. at 787 . 111 Spiegel, 571 A.2d at | 1 | 2018–2018 |
Maldonado v. Flynn
green
1 sentence1981On January 24, 1980, the District Court for the Southern District of New York granted Zapata’s motion for summary judgment, Maldonado v. Flynn, S.D.N.Y., 485 F.Supp. 274 (1980), holding, under its interpretation of Delaware law, that the Committee had the authority, under the “business judgment” rule, to require the termination of the derivative action. | 1 | 1981–1981 |
Counted by distinct opinions that both name this issue and are annotated to the section; sections every opinion cites regardless of issue are not filtered here, so read the counts against the total above.
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.