Ethical Board Decision-Making: Should a Board’s Decision-Making Process Change in Response to Less Frequent Judicial Review?

Wilmington litigation partner Paul Lockwood and Boston M&A head Graham Robinson spoke during a webinar on April 11 hosted by CSC and LexisNexis, “Ethical Board Decision Making: Should a Board’s Decision-Making Process Change in Response to Less Frequent Judicial Review?” Delaware law courts have sought to reduce spurious litigation by becoming more deferential to directors’ decisions, allowing directors and their advisers to focus on making good decisions rather than on building a record for its own sake. Mr. Lockwood and Mr. Robinson discussed these changes, reviewed whether they had worked as intended and made recommendations for how directors should consider litigation risk as they made decisions in this new regime.