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

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

Geoffrey P. Miller (Contact Author)

New York University School of Law ( email )

Center for the Study of Central Banks
40 Washington Square South
New York, NY 10012-1099
United States
212-998-6329 (Phone)
212-995-4590 (Fax)

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