X hits on this document

72 views

0 shares

0 downloads

0 comments

23 / 25

B.

1.

We know from Elkins that the pleading burden is formidable, from

Guttman that the Court will not hesitate to dismiss a claim that is properly

characterized under the rubric of the duty of care, and from Disney IV that

a “bad faith” claim is not easily proven at trial.

2.

We also know from Emerging Communications and Disney IV that good

faith claims will often overlap with claims for breach of the duty of

loyalty.

Although Disney IV did not significantly clarify the standards or practical

application of the concept of good faith, the Chancellor has provided practical

guidance for directors so that they may avoid being named in these actions in the

first instance and have the evidence that they can use to defend themselves if they

are named in such actions.

  • 1.

    Directors should make sure that that board and committee minutes are taken by a skilled professional and that they mention all major topics.

  • 2.

    Where appropriate, minutes should reflect the amount of time spent on each issue. This can be particularly important where the board or a committee considers numerous topics, some of which are routine and some of which require greater discussion.

  • 3.

    Committee and board meetings should be scheduled so that the directors have sufficient time to complete their business. Avoid simply scheduling committee meetings for 30 or 60 minutes before a scheduled board meeting or risk an inference that the committee was rushed to complete its

deliberations.

If

committee

meetings

run

over

into

the

time

of

a

23

Document info
Document views72
Page views72
Page last viewedFri Dec 09 08:33:23 UTC 2016
Pages25
Paragraphs568
Words6397

Comments