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.
Date of Authorship for this Version
Miller, Geoffrey P., "A Modest Proposal for Fixing Delaware’s Broken Duty of Care" (2009). New York University Law and Economics Working Papers. Paper 196.