Already have an account? Sign in instead.
You stay signed in for 30 days on this browser.
Continue with Google Continue with MicrosoftNo account yet? Create a free one.
We sent a six-digit code.
It expires in ten minutes, works once, and only in this browser. Five wrong tries void it. Send another code.
Your account is live and the Cloudflare checks are off for this browser.
16 canonical passages across 10 cases, quoted by 646 opinions in total. These passages cluster together because the same opinions keep quoting them side by side: they state parts of one doctrine. The anchor passage is from Aronson v. Lewis.
| # | Case | Flag | Canonical passage | Citers |
|---|---|---|---|---|
| 1 | Aronson v. Lewis Anchor | yellow | “presumption 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.” | 120 |
| 2 | Rales v. Blasband Ex Rel. Easco Hand Tools, Inc. | red | “a court must determine whether or not the particularized factual allegations of a derivative stockholder complaint create a reasonable doubt that, as of the time the complaint is filed, the board of directors could have properly exercised its independent and disinterested busine…” | 115 |
| 3 | Aronson v. Lewis | yellow | “the challenged transaction was otherwise the product of a valid exercise of business judgment.” | 81 |
| 4 | In Re Caremark International Inc. Derivative Litigation | green | “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.” | 62 |
| 5 | Stone v. Ritter | green | “(a) the directors utterly failed to implement any reporting or information system or controls; or (b) having implemented such a system or controls, consciously failed to monitor or oversee its operations thus disabling themselves from being informed of risks or problems requirin…” | 57 |
| 6 | Aronson v. Lewis | yellow | “independence means that a director's decision is based on the corporate merits of the subject before the board rather than extraneous considerations or influences.” | 53 |
| 7 | Rales v. Blasband Ex Rel. Easco Hand Tools, Inc. | red | “a director is considered interested where he or she will receive a personal financial benefit from a transaction that is not equally shared by the stockholders.” | 30 |
| 8 | Rales v. Blasband Ex Rel. Easco Hand Tools, Inc. | red | “a corporate decision will have a materially detrimental impact on a director, but not on the corporation and the stockholders.” | 26 |
| 9 | Stone v. Ritter | green | “in either case, imposition of liability requires a showing that the directors knew that they were not discharging their fiduciary obligations.” | 20 |
| 10 | In Re Caremark International Inc. Derivative Litigation | green | “an unconsidered failure of the board to act in circumstances in which due attention would, arguably, have prevented the loss.” | 17 |
| 11 | Desimone v. Barrows | green | “delaware courts routinely reject the conclusory allegation that because illegal behavior occurred, internal controls must have been deficient, and the board must have known so.” | 16 |
| 12 | In Re Dollar Thrifty Shareholder Litigation | green | “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.” | 14 |
| 13 | Brehm v. Eisner | green | “confined to unconscionable cases where directors irrationally squander or give away corporate assets.” | 13 |
| 14 | Reis v. Hazelett Strip-Casting Corp. | green | “delaware has three tiers of review for evaluating director decision-making: the business judgment rule, enhanced scrutiny, and entire fairness.” | 11 |
| 15 | Mercier v. Inter-Tel (Delaware), Inc. | green | “bear the burden of persuasion to show that their motivations were proper and not selfish” | 8 |
| 16 | In Re Forest Laboratories, Inc. Derivative Litigation | green | “facts suggesting a conscious decision to take no action in response to red flags.” | 3 |
A red or yellow flag on a member means the underlying case has negative treatment: for those, check the case page before relying on the passage.