explaining that a director has “an unremitting obligation to deal candidly with fellow directors” (internal quotation marks omitted)
How later courts described this case
- explaining that a director has “an unremitting obligation to deal candidly with fellow directors” (internal quotation marks omitted)
- expressing discomfort with a faction of a board “intentionally failing to provide [a director] with notice that an important amendment to a stockholders agreement to which he was a party would be on the agenda at a special meeting of the board”
- noting that Delaware “value[s] the collaboration that comes when the entire board deliberates on corporate action and when all directors are fairly accorded material information”
- noting a trial court sitting as fact- finder “may not set damages based on mere ‘speculation or conjecture’ where a plaintiff fails to adequately prove damages.” (quoting Beard Rsch., Inc. v. Kates, 8 A.3d 573, 613 (Del. Ch. 2010))
Written by the judges who cited it.
The opinion
Court Below: Court of Chancery of the State of Delaware, C.A. No. 8773-VCP
AFFIRMED. DENIED.