The Legacy of the Disney Decision: Significant Recent Delaware Cases Relating to Director Liability

In brief: Delaware judges have tackled a variety of issues impacting director liability in the last decade. This document, which originally appeared in the Report of the NACD Blue Ribbon Commission on Director Liability: Myths, Realities, and Prevention, summarizes landmark decisions in the areas of standards of conduct versus standards of liability, director indemnification, company insolvency, director expertise, plaintiff pleading, director independence, M&A, and overseeing foreign operations.

This resource can help your board:

• Understand recent Delaware court rulings and their effect on director liability.

• Define its fiduciary duties, especially during special circumstances such as insolvency or M&A.

• Avoid unintentionally violating fiduciary duties and subsequent litigation.

Most relevant audiences: general counsel, independent directors