7 Analyses of this case by attorneys

  1. California And Van Gorkom

    Allen Matkins Leck Gamble Mallory & Natsis LLPKeith Paul BishopMay 5, 2017

    As a corporate lawyer, it is hard to ignore the Delaware Supreme Court’s opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009). Professor Stephen Bainbridge has called it “one of the most important corporate law decisions of the 20th century” and Bernard Sharfman has described it as ” possibly the most famous corporate law case decided by the Delaware Supreme Court”.

  2. California And Van Gorkom

    Allen MatkinsKeith Paul BishopMay 1, 2017

    As a corporate lawyer, it is hard to ignore the Delaware Supreme Court’s opinion inSmith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other groundsGantler v. Stephens, 965 A.2d 695 (Del. 2009). Professor Stephen Bainbridge has called it “one of the most important corporate law decisions of the 20th century” and Bernard Sharfman has described it as ” possibly the most famous corporate law case decided by the Delaware Supreme Court”.

  3. Corporate duties of bank directors in North Carolina (part 3)

    Womble Carlyle Sandridge & Rice, LLPJonathan ReichFebruary 16, 2016

    Directors and officers are reasonably informed in making corporate decisions if they have considered the material facts to a transaction which were reasonably available at the time. Ehrenhaus v. Baker, 2008 NCBC 20 (N.C. Sup. Ct. 2008) (citing Smith v. Van Gorkom, 488 A.2d 858, 874 (Del. 1985). Without expressly stating it, Rippy means that procedure matters.

  4. Have the CFPB’s Recent Rewards for So-Called “Responsible Conduct” Created a New Consideration for Officers and Directors Seeking to Meet Their Fiduciary Duties?

    Paul Hastings LLPGERALD SACHSMarch 12, 2015

    Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (noting that Delaware primarily recognizes the fiduciary duties of care and loyalty).[5] See, e.g., Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985).[6] See, e.g., Illinois Rockford Corp. v. Kulp, 242 N.E.2d 228, 233 (1968) (stating “[w]hile this court has from time to time set out factors and circumstances to be considered in ascertaining whether a fiduciary relationship in fact exists, we have consistently refused to set out their precise boundaries”).

  5. Deciding Whether to Sell the Company? Here Are Some Considerations for Boards of Directors

    McCarter & English, LLPHoward BerkowerMay 1, 2014

    However, a board of directors must ensure that it does not delegate its role as supervisor to a financial adviser by following the adviser’s advice without meaningful scrutiny or analysis. At all times during the sales process, a board must keep in mind that the corporation is the principal and the adviser is the agent—not the other way around.Get—and understand—a fairness opinion While not required to demonstrate that a board of directors fulfilled its fiduciary duties, including its duty of care in a takeover situation (at least since the 1985 seminal Delaware Supreme Court decision Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985)), it has been standard operating procedure for boards of directors of public company targets to obtain a financial adviser’s “fairness opinion” stating whether a proposed sale is fair to the company’s stockholders from a financial perspective. There are rules governing this opinion.

  6. How Nevada Surpasses Delaware In Limiting The Liability Of Directors And Officers

    Allen Matkins Leck Gamble Mallory & Natsis LLPSeptember 4, 2012

    [author: Keith Paul Bishop] It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Gorkom, 488 A.2d 858 (Del. 1985). Suddenly, incorporation in Delaware no longer looked like a good idea (at least from the perspective of a director).

  7. Delaware Court of Chancery “Overrules” Federal Court

    Allen Matkins Leck Gamble Mallory & Natsis LLPJune 18, 2012

    [author: Keith Paul Bishop] I’ve often heard the claim that one reason to incorporate in Delaware is that thecourts won’t surprise you. When I hear this, I recall the surprise, and even outrage, in the aftermath of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) . See, e.g.,Fischel, The Business Judgment Rule and the Trans Union Case, 40 Bus.