Business Judgment Rule - Standard of Review

Standard of Review

The following test was constructed in the opinion for Grobow v. Perot, 539 A.2d 180 (Del. 1988), as a guideline for satisfaction of the business judgment rule. Directors in a business should:

  • act in good faith;
  • act in the best interests of the corporation;
  • act on an informed basis;
  • not be wasteful;
  • not involve self-interest (duty of loyalty concept plays a role here).

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    An indirect quotation we can usually expect to rate only as better or worse, more or less faithful, and we cannot even hope for a strict standard of more and less; what is involved is evaluation, relative to special purposes, of an essentially dramatic act.
    Willard Van Orman Quine (b. 1908)

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