A Modest Proposal for Fixing Delaware’s Broken Duty of Care
29 Pages Posted: 27 Oct 2009 Last revised: 10 Nov 2009
Date Written: October 27, 2009
Abstract
This paper proposes that Delaware could improve on existing, ineffective judicial mechanisms enforcing the duty of care by upgrading the ability of Delaware Chancery Court judges to comment on the quality of board decision processes. I suggest two possible reforms. First, Delaware Chancery Court judges could, in their discretion, award attorneys’ fees to unsuccessful plaintiffs in duty of care cases. Second, Delaware could authorize judicial inquiries into credible allegations of gross negligence in board decisions.
Suggested Citation: Suggested Citation
Miller, Geoffrey P., A Modest Proposal for Fixing Delaware’s Broken Duty of Care (October 27, 2009). NYU Law and Economics Research Paper No. 09-41, Available at SSRN: https://ssrn.com/abstract=1495029 or http://dx.doi.org/10.2139/ssrn.1495029
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