8 Del. Code Ann. § 141

Section 141(a) places management of a corporation’s business and affairs under the direction of its board of directors.

R.A. Feuer v. Redstone · filed 2018-04-19(a)

A central tenant of our corporate law is that the “business and affairs of every corporation . . . shall be managed by or under the direction of a board of directors.”

Section 141(a) gives directors overriding duties of independent judgment that temper a contractual promise to use best efforts to secure security holder approval.

Great Western Producers Co-Operative v. Great Western United Corp. · filed 1980-06-30(a)

In short, the “best efforts” obligation was tempered by the directors’ overriding duties under §§ 141(a) and 271(a) of the “General Corporation Law of the State of Delaware.”

Section 141(a) permits a nonprofit corporation to give an outsider authority to select its directors when the directors retain control of corporate management.

Presidential Appointment of the Board of Directors of Radio Free Europe/Radio Liberty, Inc. · filed 1982-08-31(a)

In light of these differences, we believe that the proposed amendment to RFE/RL’s certificate of incorporation would not violate § 141(a) as that provision would be applied to nonprofit corporations.

Section 141 gives a Delaware corporation’s board of directors the authority and responsibility to manage the corporation.

Brennan v. Concord Efs, Inc. · filed 2012-07-12(a)

As a Delaware corporation, Concord’s board of directors has the power, authority, and responsibility to man- age the corporation. Del. Code Ann. tit. 8, § 141. Therefore, to control STAR, the Bank Defendants must have had control of Concord’s board of directors, which is not demonstrated here.

Section 141(a) gives the board authority to manage the corporation but permits a by-law authorizing the president to call a meeting on matters appropriate for stockholder action.

Campbell v. Loew's, Incorporated · filed 1957-09-19(a)

I do not believe the call of a stockholders' meeting for the purposes mentioned is action of the character which would impinge upon the power given the directors by the statute. I say this because I believe a by-law giving the president the power to submit matters for stockholder action presumably only embraces matters which are appropriate for stockholder action. So construed the by-laws do not impinge upon the statutory right and duty of the board to manage the business of the corporation.

Section 141(a) supports the business judgment presumption; directors’ approval of a stock agreement alone does not defeat the presumption of good faith and independence.

Tabas v. Mullane · filed 1985-01-10(a)

The business judgment rule is an “acknowledgement of the managerial prerogatives of Delaware directors under § 141(a)” and presumes that in making a decision, the directors “acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company.” ... Mere approval of the stock agreement does not support a claim for lack of independence under Delaware law or strip the presumption of good faith and independence from the directors.

Section 141(a)'s grant of authority to manage corporate business and affairs does not extend business judgment rule deference to directors' decisions about the adequacy of disclosures to shareholders.

In Re Anderson, Clayton Shareholders'litigation · filed 1986-06-10(a)

First, and most importantly, the question whether shareholders have, under the circumstances, been provided with appropriate information upon which an informed choice on a matter of fundamental corporate importance may be made, is not a decision concerning the management of business and affairs of the enterprise (8 Del.C. § 141(a)) of the kind the business judgment rule is intended to protect; it is rather a matter relating to the directors' duty to shareholders who are technically outside of the corporation.

Section 141(a) places corporate management under the board’s direction and supports a presumption that directors control corporate assets.

Miramar Resources, Inc. v. Shultz (In Re Shultz) · filed 1997-03-03(a)

Title 8 of the Delaware Code at § 141(a) provides that “[t]he business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors ...,” thus affirming the general presumption that directors of corporations control the assets.

Section 141(a) gives directors the power and responsibility to direct and oversee the corporation’s business and affairs.

Pfeiffer v. Toll · filed 2010-03-03(a)

Under Section 141(a) of the General Corporation Law, directors have the statutory power and responsibility to direct and oversee the business and affairs of the corporation.

Section 141(a)'s business judgment rule presumes directors make informed, good-faith business decisions; a plaintiff must plead facts that rebut that presumption.

Horbal v. Cannizzaro · filed 2009-11-21(a)

In considering a claim against directors of breach of the duty of loyalty, courts apply the business judgment rule, which “is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in best interest of the company.” Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984) (citing 8 Del.C. §141 (a)); see Cede & Co., 634 A.2d at 360. ... Without such a conflict, the defendants retain the presumption of good faith, which precludes judicial review of their business decisions.

Section 141 vests authority to make executive compensation decisions in the board of directors; individual directors’ support does not bind the corporation.

Wiggins v. Hain Pure Protein Corp. · filed 2011-11-09

Under Delaware law,7 the authority to enter into contracts and make *238executive compensation decisions on behalf of a corporation is vested in the board of directors.

Section 141(a) gives the board authority to decide what action the corporation takes when it suffers harm, including whether to pursue litigation.

Louisiana Municipal Police Employees' Retirement System v. Pyott · filed 2012-06-11(a)

When a corporation suffers harm, the board of directors is the institutional actor legally empowered under Delaware law to determine what, if any, remedial action the corporation should take, including pursuing litigation against the individuals involved. See 8 Del. C. § 141(a).

Section 141(a) vests control of a Delaware corporation’s affairs in its board of directors.

Starr International Co. v. Federal Reserve Bank · filed 2012-11-16(a)

It is a foundational principle of *221Delaware corporation law that control of corporate affairs is vested in a company’s board of directors.

Section 141(a) places management of a corporation’s business and affairs under its board of directors.

Arthur v. Belendiuk v. Richard L. Carrion · filed 2014-07-22(a)

The demand requirement flows from the fundamental premise of Delaware corporate law: the business and affairs of a corporation are managed by or under the direction of its board of directors.

Section 141(a) leaves executive compensation to directors’ broad discretion unless the compensation is so disproportionate that it constitutes waste.

Charter Township of Clinton Police & Fire Retirement System v. Martin · filed 2013-09-17(a)

Matters of executive compensation are left to the wide discretion of the directors, absent an allegation the compensation is so large and disproportionate to be unconscionable and constitute waste.

Section 141(a) places management of a corporation’s business and affairs under the direction of its board of directors.

In re: Crimson Exploration Inc. Stockholder Litigation · filed 2014-10-24(a)

Under 8 Del. C. § 141(a), the business and affairs of a corporation are managed under the direction of the board of directors.

Section 141(a) permits a board to delegate negotiation and execution of employment agreements to management while retaining its authority to oversee those decisions.

Toedtman v. Turnpoint Medical Devices, Inc. · filed 2019-01-23(a)

This is recognized by 8 Del. C. § 141(a), which states the business and affairs of a Delaware Corporation are managed “by or under the direction” of its board....Nothing in the consent served to limit the directors’ ability to involve themselves in the negotiation process or to override management’s decisions on the Board’s behalf.

Section 141(a) places management of a corporation’s business and affairs with its board of directors.

Teamsters Local 443 Health Services & Insurance Plan v. Chou · filed 2020-08-24(a)

A “cardinal precept” of Delaware corporate law is that the board of directors, not stockholders, manage the business and affairs of the corporation.

Section 141 places the management of a corporation’s day-to-day affairs with its directors.

Lacey v. Mota-Velasco · filed 2021-02-11

It is a fundamental principle that a corporation’s day-to-day affairs are run by the directors, not the stockholders. 8 Del. C. § 141.

Section 141(a) gives directors authority over the corporation’s business and affairs and entails board oversight duties for the corporation as a whole.

In re McDonald's Corporation Stockholder Derivative Litigation · filed 2023-01-25(a)

Most notably, directors are charged with plenary authority over the business and affairs of the corporation. See 8 Del. C. § 141(a). That means that “the buck stops with the Board.” In re Del Monte Foods Co. S’holders Litig., 25 A.3d 813, 835 (Del. Ch. 2011). It also means that the board has oversight duties regarding the corporation as a whole.

Section 141(a) permits the DGCL or a corporation’s charter to modify the board’s management authority.

New Enterprise Associates 14, L.P. v. Rich · filed 2023-05-02(a)

The Board Power Exception authorizes modifications to the board-centric regime that appear in the DGCL (“in this chapter”) or the charter (“in its certificate of incorporation”).

Section 141(a) empowers the board to direct corporate affairs and leaves it ultimately responsible for corporate policy when it delegates implementation to management.

Simeone v. The Walt Disney Company · filed 2023-06-27(a)

Yet stockholders invest with the understanding that the board is empowered to direct the corporation’s affairs.

Section 141(a) gives directors authority to manage corporate assets; derivative stockholder plaintiffs do not receive that authority or its business judgment rule protection.

OptimisCorp v. Atkins · filed 2023-06-01(a)

When a derivative stockholder plaintiff makes decisions about a corporate asset, even decisions a director might otherwise make, she is not doing so with the authority granted by Section 141. A derivative stockholder plaintiff does not have that centralized statutory authority that justifies judicial deference to her conduct.

Section 141(a) gives directors authority to manage the corporation, but does not prevent a majority stockholder from using its voting power to block a board initiative.

In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation · filed 2024-01-24(a)

As the plaintiffs note, Section 141(a) empowers a board of directors to manage and oversee the business and affairs of a Delaware corporation. 8 Del. C. § 141(a). ... Contrary to the plaintiffs’ position, a majority stockholder can use its voting power as Lampert did.

Section 141(a) permits a challenge to a contractual restriction on board authority even when a fiduciary duty claim may also be available.

West Palm Beach Firefighters' Pension Fund v. Moelis & Company · filed 2024-02-12(a)

The Sample decision is an outlier. It did not eliminate the ability to bring Section 141(a) challenges. The defendants cannot rely on Sample to assert that the plaintiff has no Section 141(a) challenge to bring.

Section 141(a) places the management of a corporation’s business and affairs under its board of directors.

Firefighters' Pension System of The City of Kansas City, Missouri Trust v. Foundation Building Materials, Inc. · filed 2024-05-31(a)

Our law rests on the statutory foundation that “[t]he business and affairs of every corporation . . . shall be managed by or under the direction of a board of directors.”

Section 141(a) generally places management of a corporation’s business and affairs under its board of directors.

Treppel Family Trust v. Gonzalez · filed 2024-10-04(a)

AbbVie is incorporated in Delaware, [44] ¶ 16, where state law generally requires that a company’s “business and affairs . . . be managed by or under the direction of a board of directors” rather than by shareholders.

Section 141(a) charges the board with overseeing corporate business and affairs; regular reports and updates can defeat a claim that directors utterly failed to establish an oversight system.

Joel B. Ritchie, Derivatively on Behalf of Corcept Therapeutics, Inc. v. Baker · filed 2025-07-22(a)

[Caremark] stems from the core mandate in 8 Del. C. § 141(a) that the board is charged with overseeing the corporation’s business and affairs. ... Those allegations show the Board did not “utterly fail” to implement any reporting or information system or controls relating to Korlym and the Company’s marketing practices.

Section 141(a) permits a merger agreement to give the other party the termination right and a fee if the board remains free to consider a superior proposal and change its recommendation.

HoldCo Opportunities Fund V, L.P. v. Arthur G, Angulo · filed 2026-01-26(a)

Energy Partners is dispositive of HoldCo’s argument that Comerica’s fiduciary out is illegal because it is not accompanied by a termination right.

Section 141(a) gives a Delaware corporation’s board broad authority, subject to statutory, charter, and governance agreement limits, and that authority carries fiduciary duties.

Young Women's Christian Association of Rochester & Monroe County v. Hatteras Funds, LP · filed 2026-03-27(a)

The statue confers nigh plenary power on the board of directors of a Delaware corporation (subject to statutory, charter-based, and governance-agreement-based constraints) and, accordingly, brings with it fiduciary duties.

Section 141(a)’s board-management rule does not bar governance agreements with stockholders authorized by § 122(18).

Masimo Corporation v. Kiani · filed 2026-04-21(a)

That plain text provides that a corporation can contract for governance arrangements with stockholders without offending § 141(a) (“141(a) Exclusion”), 99 so long as those contracts do not otherwise violate the certificate of incorporation or other provisions of the DGCL, except for § 115 (“115 Exclusion”).

Section 141(a) makes the board the corporate actor that decides whether the corporation considers business proposals.

Guilbeau v. Footprint International Holdco, Inc. · filed 2026-05-11(a)

The Board is the corporate actor who could cause the Company to consider or ignore the proposals.

Section 141(c)(4) requires a majority vote of committee members present at a meeting with a quorum, unless governing documents require more; one member of a three-person committee cannot decide compensation alone.

DeAngelis v. Hees · filed 2025-12-23(c)(4)

Under Delaware law, “the transaction of business by [a] committee or subcommittee” requires the vote of “the majority of the members . . . present at a meeting at which a quorum is present . . . unless the certificate of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number.” Del. Code Ann. tit. 8, § 141(c)(4). Thus, compensation decisions cannot be made unilaterally by any single member of a three-person committee, contrary to Plaintiff’s contention that Hees’s compensation depended on “Sarma’s decisions as Chair of the Compensation Committee.” (Am. Compl. ¶ 135.) The fact that SRS could not dictate the makeup of Avis’s board or the compensation of its directors defeats Plaintiff’s argument that the Outside Directors received a material personal benefit or “stood to lose a related material benefit” if they did not approve the challenged transactions.

Section 141(c)'s requirements for delegating board powers to a committee do not apply when an option committee recommends grants and the board retains final approval.

Elster v. American Airlines, Inc. · filed 1961-01-06(c)

I cannot accept this contention, however, because I am satisfied that at such meeting, attended by six disinterested directors, the naming of a plenary committee to, in the words of § 141(c) of Title 8 Del. C., "* * * exercise the powers of the board of directors in the management of the business and affairs of the corporation * * " and to " * * authorize the seal of the corporation to be affixed to all papers which may require it * * *" was neither contemplated nor accomplished.

Section 141(c) permits a board to delegate management authority to a committee through a board resolution or the corporation's bylaws.

Abbey v. Control Data Corporation · filed 1979-08-06(c)

CDC was authorized to establish an independent committee of outside directors by 8 Del.C. § 141(c) which provides in pertinent part: Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which require it . . . .

Section 141(c) authorizes a board to establish a committee of outside directors and delegate board authority to it.

Abbey v. Control Data Corp. · filed 1979-08-06(c)

Since we determine that Delaware law authorized CDC’s outside directors to terminate Abbey’s derivative action, we turn now to the question whether termination of the litigation impinged upon the public policies underlying Abbey’s federal securities law claims.

Section 141(c)'s authority to delegate board powers to a committee of directors does not apply to a delegation to corporate officers.

Clarke Memorial College v. Monaghan Land Co. · filed 1969-09-09(c)

Defendants also contend that the resolution is valid because 8 Del.C. § 141(c) authorizes delegation of directors’ powers to two or more directors. ... That is not relevant because the delegation here was to officers, not a committee of directors. And there is no showing that such officers are and must continue to be Board members.

Section 141(c)(1) permits a corporation to appoint a disinterested litigation committee after demand is excused; that prospective power does not defeat demand futility when the suit was filed.

In Re General Instrument Corp. Securities Litigation · filed 1998-09-22(c)(1)

Of course, a finding of demand futility does not preclude the corporation from subsequently appointing a disinterested litigation committee to assess the merits of going forward with the litigation. See Zapata Corp. v. Maldonado, 430 A.2d 779, 786 (Del.1981); 8 Del. C. § 141(c)(1). But this prospective right has nothing to do with whether the plaintiffs demand on the Directors when the suit was filed would have been futile.

Section 141(c)(2) permits a board committee to exercise delegated board powers in managing the corporation’s affairs.

Kirschner v. K & L Gates LLP · filed 2012-05-14(c)(2)

The Special Committee was vested with the power and authority of the Board to manage this specific aspect of the company’s business affairs. See 8 Del. C. § 141(c)(2); see also Amended Complaint at ¶ 38, Exhibit E. Thus, the Special Committee acted on behalf of the Board and Le-Nature’s in its investigation.

A board’s delegation under Section 141(c) to an independent committee can support business judgment review, but a committee alone does not lower entire fairness review when a controlling stockholder can influence it.

The Frederick Hsu Living Trust v. ODN Holding Corporation · filed 2017-04-24(c)

If a board of directors lacks an independent and disinterested majority, then the standard of review can de-escalate from entire fairness if the board exercised its authority under Section 141(c) to empower a committee of independent and disinterested directors to make the relevant decision. ... By contrast, if a company also has a controlling stockholder, then the use of a committee alone is not sufficient because of the controller’s influence over the members of the committee, which it can remove using its stockholder-level authority.

Section 141(c) allows a board to delegate its full authority over derivative litigation to a committee of directors, but not to a non-director.

Obeid v. Hogan · filed 2016-06-10(c)

A committee of directors is the only vessel that is capable of receiving and exercising the full authority of the board in this context. Under Section 141(c), a board may delegate to a committee all of the Section 141(a) authority that it possesses over a litigation asset. See 8 Del. C. §§ 141(c)(1) & (2). A board may not make a similarly complete delegation to an officer or a non-director.

Section 141(c)(2) does not permit a board committee to approve a term of a merger agreement that the board must approve.

Ap-Fonden v. Activision Blizzard · filed 2024-02-29(c)(2)

Plaintiff has therefore adequately alleged that the Board violated Section 141(c) by delegating to a committee approval of the Dividend Provision.

Section 141(c)(2) bars a board committee from approving a merger agreement or its terms when approval is the board’s statutory duty.

Ap-Fonden v. Activision Blizzard · filed 2024-03-19(c)(2)

Under Section 141(c)(2), “a committee does not have any power with respect to” approving an agreement of merger or its terms.

Section 141(c) allows a board to authorize a special committee to act for the corporation; the committee acts as the corporation’s agent.

Goldberg v. Foley & Lardner LLP · filed 2025-02-26(c)

A special committee is an arm of the board of directors. A board of directors may act through its special committee, and both the board and special committee act for the corporation. ... Delaware law confirms that a board of directors, and by extension a special committee of the board, is the corporation’s authorized agent.

Section 141 permits a board to create a committee and give it the board’s full authority to manage the corporation.

DSM Holdco, Inc. v. Demoulas · filed 2026-04-20(c)

Here, the Board validly acted to create the Executive Committee and empower it with the Board’s full power and authority. That addresses any formation-related Berle I problem.

Section 141(c) permits a board to delegate authority to a committee of disinterested directors to decide whether the corporation should pursue litigation, even when a majority of directors are interested in the underlying transactions.

Stein v. Bailey · filed 1982-02-04(c)

In Zapata, the court held that because Delaware law empowers a board of directors to delegate all of its authority to a committee, a properly-authorized independent committee has the authority, to the extent provided in the board’s resolution, to seek the termination of litigation charging fellow directors with wrongdoing. See 430 A.2d at 785-86; Del. Code Ann. tit. 8, § 141(c); accord, Abramowitz v. Posner, supra, 513 F.Supp. at 127; Maldonado v. Flynn, 485 F.Supp. 274, 282 (S.D.N.Y.1980). Moreover, even if a majority of directors are interested in the transactions at issue, a board can still delegate its authority to a committee of disinterested directors. See Zapata Corp. v. Maldonado, supra, 430 A.2d at 786. Thus, in the instant action, the Committee was authorized to investigate plaintiff’s demand and determine the corporation’s course of action.

Section 141(f) gives an agreement executed by all directors the same effect as approval by unanimous vote at a duly convened board meeting.

Choate, Hall & Stewart v. SCA Services, Inc. · filed 1986-07-18(f)

Under § 141(f) of the Delaware General Corporation Law, Del. Code Ann. tit. 8, § 141(f) (1983), the. individual directors, by executing the agreement, approved its execution by SCA with full effect as if the approval had been given by unanimous vote at a duly convened meeting of the board.

Unless the certificate or bylaws provide otherwise, § 141(f) permits board action without a meeting only with the written consent of every director.

Barsam v. Pure Tech International, Inc. · filed 1994-10-14(f)

Pure Tech’s by-laws, Article III § 7(b), and DGCL § 141(f), DeLCode Ann. tit. 8, § 141(f), allowed board action without a meeting only with the written consent of all the directors. Not all of the directors gave their written consent at the time the charter was amended.

Section 141(i) permits directors to attend board meetings by telephone and treats their telephone participation as presence in person.

Katz v. Chevron Corp. · filed 1994-01-14(i)

Under Delaware (and California) law, directors are permitted to attend board meetings by telephone and participation by telephone constitutes presence in person at the meeting.

Former § 141(g), now § 141(f), permitted board action without a meeting when all directors signed a written consent before the action and the consent was filed with the board minutes.

Curtis v. Pipelife Corporation · filed 1963-09-13(g)

Subsection (g) of Section 141 of the Delaware General Corporation Law provides that any action required to be taken at a meeting of the board of directors could be taken without a meeting if prior to such action a written consent is signed by all members of the board and such written consent is filed with the minutes of the board. No such consent was shown nor was the license agreement participated in by all the members of the Board. The purported granting of the license was therefore ineffective to bind the corporation.

Section 141(b) governs the vote needed for board action when the certificate of incorporation and bylaws are silent on the subject.

Dillon v. Scotten, Dillon Company · filed 1971-12-16(b)

Since the Certificate of Incorporation and the By-Laws of Scotten, Dillon are silent on the subject, Section 141(b) of the Delaware Corporation Law, 8 Del. C. § 141(b), governs as to the vote of the directors necessary to transact business.

Section 141(f) permits a board or committee to act without a meeting if all its members consent in writing.

Teleglobe USA, Inc. v. BCE Inc. (In Re Teleglobe Communications Corp.) · filed 2008-08-07(f)

Under Delaware Law, “any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing.” 8 Del. C. § 141(f) (1996).

Section 141 requires directors to take valid board action at a properly convened meeting or unanimously by written consent.

Fox v. CDX Holdings, Inc., C.A. No. 8031-VCL · filed 2015-07-28

Valid board action requires that the directors act at a properly convened meeting or unanimously by written consent. See 8 Del. C. § 141.

Section 141(i) permits directors to participate in meetings by phone unless prohibited and treats that participation as presence in person.

Friedman v. Dolan · filed 2015-06-30(i)

Section 141(i) expressly provides that, unless otherwise prohibited, a director may participate in meetings by phone and “participation . . . pursuant to this subsection shall constitute presence in person at the meeting.”

Section 141(b) makes a majority of the total number of directors a quorum for board business unless the certificate of incorporation or bylaws require more.

Sciabacucchi v. Liberty Broadband Corporation · filed 2018-07-26(b)

Under 8 Del. C. § 141(b), “[a] majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or the bylaws require a greater number.” Charter’s certificate does not require a greater number, and thus the six directors not appointed by Liberty Broadband constituted a quorum.

Section 141(d) measures a board majority by directors’ votes when the certificate of incorporation gives directors unequal voting power.

Marchand II v. John W. Barnhill, Jr. (Blue Bell Creameries USA, Inc.) · filed 2018-09-27(d)

Accordingly, for demand excusal purposes, a majority of the Board consists of a collection of BB USA directors holding a majority of the Board’s voting power (i.e., at least eight votes).

Section 141(f) requires unanimous written consent from enough directors to constitute a quorum at a meeting.

Applied Energetics, Inc. v. Farley · filed 2020-08-03(f)

Section 141(f) does not dispense with the basic requirement that the number of directors acting unanimously must be sufficient to constitute a quorum.

Section 141(b) requires approval by a majority of directors present at a meeting with a quorum for the board to act.

In Re Aerojet Rocketdyne Holdings, Inc. · filed 2022-06-16(b)

The default standard under Delaware law is that a board cannot take action without the approval of “the majority of the directors present at a meeting at which a quorum is present.”

Section 141(f) requires unanimous director consent for board action without a meeting; one director cannot act alone while other directors remain in office.

Foley v. Session Corp. · filed 2025-09-09(f)

Ramirez purported to act by written consent to authorize them, but all of the Founders were directors when she purported to act. Her attempt to act as the sole director was not valid.

Section 141(f) permits a sole director to take board action by written consent without a meeting when the certificate of incorporation and bylaws do not restrict it.

Lady Benjamin PD Cannon f/k/a Ben Cannon v. Romeo Systems, Inc. · filed 2025-10-07(f)

Patterson had sole authority to take board action by written consent in lieu of a meeting. See 8 Del. C. § 141(f) (“Unless otherwise restricted by the certificate of incorporation or bylaws, [] any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission[.]”).

Section 141(f) requires all directors to consent to board action taken without a meeting; resolutions that two directors neither received nor signed did not cure a defective meeting action.

Ghatty v. Mudili · filed 2025-10-21(f)

No valid actions were taken to cure the defect. ... The April 8 resolutions merely restate the actions purportedly taken on March 20. See JX 6 at 1. They were neither provided to nor signed by the defendants. See 8 Del. C. § 141(f).

Section 141 requires formal board action through unanimous written consent or a duly called meeting with a quorum.

Global Capital Partners LLC v. Green Sapphire Holdings, Inc. · filed 2026-03-13(b), (f)

Under Delaware law, the board needed to act formally by unanimous written consent271 or through action at a duly called and convened meeting at which a quorum was present.272 The record does not contain persuasive evidence of either.

Section 141(a) places management of corporate affairs with the board, so a shareholder bringing a derivative claim must first demand board action unless demand is futile.

Burghart v. Landau · filed 1993-04-30(a)

The generating principal of the Delaware Corporation law is that the management of the business affairs of a corporation is posited in the hands of the board of directors. Del.Code Ann. tit. 8, § 141(a). ... Delaware law requires that plaintiff make demand upon the corporation before bringing claims such as Claims Three and Four.

Section 141(a) permits a newly constituted board to control pending derivative litigation by taking over the suit, seeking dismissal, allowing the plaintiff to proceed, or appointing a special litigation committee.

Braddock v. Zimmerman · filed 2006-09-12(a)

As the Court of Chancery recognized in Hams v. Carter, there are several legal options that protect the section 141(a) statutory power of a board to manage the corporation’s business and affairs. ... For example, the new board can take control of the litigation by becoming realigned as the party plaintiff; move to dismiss the action as not in the corporation’s best interest; permit the plaintiff to carry the litigation forward; or appoint a special litigating committee to determine what action to take.

Section 141(a) generally leaves the decision whether a corporation will sue for damages to its directors, absent direction by shareholder vote.

Anders v. Baier · filed 2022-09-07(a)

Pursuant to that rule, “[w]hether or not a corporation shall seek to enforce in the courts a cause of action for damages is, like other business questions, ordinarily a matter of internal management and is left to the discretion of the directors, in the absence of instruction by vote of the stockholders.”

Section 141(a) gives directors control of corporate affairs, so a shareholder who brings a derivative suit without first demanding board action must show that demand would have been futile.

Risberg Ex Rel. Aspen Technology, Inc. v. McArdle · filed 2008-01-04(a)

A “cardinal precept” of Delaware law is that “directors, rather than shareholders, manage the business and affairs of the corporation.” ... As a prerequisite to bringing a derivative suit, a shareholder must demonstrate that the board wrongfully refused to act on behalf of the corporation or that a demand on the board to do so would have been futile. ... Risberg made no demand on the Board and must therefore demonstrate demand futility.

Section 141(a) places the decision whether to pursue litigation on a corporation’s behalf with its board of directors.

In Re Bear Stearns Companies, Inc. Securities, Derivative, & Erisa Litigation · filed 2011-01-19(a)

Under Delaware law, the decision whether to pursue litigation on behalf of a corporation belongs to the corporation’s board of directors.

Section 141(a) ordinarily leaves the decision whether a corporation will sue for damages to its board of directors.

Davis v. Baier · filed 2023-01-27(a)

Pursuant to that rule, “[w]hether or not a corporation shall seek to enforce in the courts a cause of action for damages is, like other business questions, ordinarily a matter of internal management and is left to the discretion of the directors, in the absence of instruction by vote of the stockholders.”

Section 141(a) gives directors management authority that ordinarily includes deciding whether the corporation will sue.

In re Textron Shareholder Deriv. Litig., RI · filed 2011-09-13(a)

The power to manage ordinarily encompasses the power to decide whether to sue on the corporation's behalf.

Section 141(a) gives directors authority to manage a corporation’s affairs, including the decision whether to bring litigation on its behalf.

Abrams v. Koether · filed 1991-05-29(a)

Under Delaware law, the directors of a corporation, not the shareholders, manage the business and affairs of a corporation. ... The management powers of directors include the decision-making power to commence or to refrain from commencing litigation on behalf of the corporation.

Section 141’s board management principle requires a shareholder to give a different, independent board the opportunity to assess prior board conduct before proceeding with a derivative suit.

In Re MIPS Technologies, Inc. Derivative Litigation · filed 2008-01-11

Accordingly, where a different board exists, it must be given the opportunity to evaluate the prior board’s conduct. The fact that the earlier board failed to properly exercise its business judgment does not excuse a shareholder’s failure to make a demand on the current board. This simple rule respects the basic principle that the board, not the shareholders, manage the corporation.

Section 141(a) gives directors authority to manage corporate affairs, so a shareholder may pursue a derivative claim only after the board wrongfully refuses a demand or when the directors cannot decide impartially.

Freuler v. Parker · filed 2011-06-30(a)

Under Delaware law, “[bjecause directors are empowered to manage, or direct the management of, the business and affairs of the corporation, 8 Del. C. Sec. 141(a), the right of a stockholder to prosecute a derivative suit is limited to situations where the stockholder has demanded that the directors pursue the corporate claim and they have wrongfully refused to do so or where demand is excused because the directors are incapable of making an impartial decision regarding such litigation.” Rales v. Blasband, 634 A.2d 927, 932 (Del.1993).

Section 141(a) places decisions about corporate litigation under the board’s management.

In re Ebix, Inc. Stockholder Litigation · filed 2014-07-24(a)

The demand futility standard embodies one of the fundamental principles of Delaware corporate law: “[t]he business and affairs” of the corporation—including the decision about whether to file a lawsuit—is “managed by or under the direction ... of a board of directors.”

Section 141(a) gives the board authority over corporate claims, which the demand excusal and demand refusal doctrines protect in derivative suits.

Quadrant Structured Products Company, Ltd. v. Vertin · filed 2014-10-01(a)

The doctrines of demand excusal and demand refusal protect the board‘s authority under Section 141(a) and prevent a derivative plaintiff from usurping the board‘s prerogative to decide how to handle a corporate claim.

Section 141(a) gives the board authority to decide what action the corporation takes with its litigation assets.

Quadrant Structured Products Company, Ltd. v. Vertin · filed 2015-05-04(a)

Section 141(a) vests statutory authority in the board of directors to determine what action the corporation will take with its litigation assets, just as with other corporate assets.

Section 141(a) gives directors authority to decide whether the corporation will pursue litigation, so demand futility turns on whether they can consider a demand impartially.

Teamsters Union 25 Health Services & Insurance Plan v. Baiera · filed 2015-07-13(a)

The fact that Rales, rather than Aronson, governs here is of no moment, because—regardless of the applicable test—the demand futility analysis focuses on whether there is a reason to doubt the impartially of the directors, who hold the authority under 8 Del. C. § 141(a) to decide “whether to initiate, or refrain from entering, litigation.”

Section 141(a) places management of the corporation with its directors, so a shareholder bringing a derivative suit must first demand board action or show that demand would be futile.

Garnitschnig v. Horovitz · filed 2014-09-05(a)

Because a derivative suit allows a shareholder to initiate action on behalf of a corppration and correspondingly impinges upon director control, such a suit may not be brought unless the shareholder first makes a demand upon the board with respect to his claim or, in the alternative, demonstrates that it would be futile to do so.

Section 141(a)’s grant of authority to the board underlies the requirement that a shareholder give the board an opportunity to address an alleged wrong before pursuing a derivative claim.

Higher Education Management Group, Inc. · filed 2014-11-03(a)

Where a shareholder seeks to initiate a suit on behalf of a corporation, it follows that the board of directors first should be given the opportunity to rectify the alleged wrong without instituting suit or, where litigation has commenced, to control the litigation.

Section 141(a) gives the board authority to decide whether the corporation will pursue litigation over harm to the corporation.

In re EZCORP Inc. Consulting Agreement Derivative Litigation · filed 2016-01-25(a)

When a corporation suffers harm, the board of directors is the institutional actor legally empowered under Delaware law to determine what, if any, remedial action the corporation should take, including pursuing litigation against the individuals involved. See 8 Del. C. § 141(a).

Section 141(a) makes the board the corporation’s governing body, to which officers report.

Amalgamated Bank v. Yahoo! Inc. · filed 2016-02-02(a)

Officers also are agents who report to the board of directors in its capacity as the governing body for the corporation.

Section 141(a) places the decision whether to bring litigation on a corporation’s behalf within the board’s authority to manage its business and affairs.

Friedman v. Maffei · filed 2016-04-13(a)

The phrase “[t]he business and affairs of every corporation” necessarily includes the decision whether to bring litigation on behalf of a corporation.

Section 141(a) generally places the decision whether to pursue a claim belonging to the corporation with its board.

Horman v. David P. Abney (United Parcel Service, Inc.) · filed 2017-01-19(a)

The claim, therefore, belongs to the Company and the decision whether or not to pursue it typically would rest with the Board.

Section 141(a) gives the board, rather than the CEO, the power and responsibility to address the corporation’s business affairs.

Kleinberg v. Aharon · filed 2017-02-13(a)

Contrary to Aharon’s view, it is the Company’s board, not the Company’s CEO, that has the power and responsibility to address these issues.

Section 141(a) gives directors authority to decide whether the corporation pursues litigation; demand futility turns on whether they can consider that decision impartially.

Sandys v. Zynga, Inc. · filed 2016-02-29(a)

The utility of the Rales test is not that it examines different subject matter from that of the Aronson test, but that it provides a cleaner, more straightforward formulation to probe the core issue in the demand futility analysis for each board member who would be considering plaintiff’s demand: “whether there is a reason to doubt the impartial[ity] of the directors, who hold the authority under 8 Del. C. § 141(a) to decide [for the corporation] ‘whether to initiate, or refrain from entering, litigation.’”

Section 141(a) gives an independent and disinterested board authority to decide whether the corporation should pursue a claim, even when the claim may be subject to entire fairness review.

Chester County Employees Retirement Fund v. New Residential Investment Corp. · filed 2017-10-06(a)

“Directors of Delaware corporations derive their managerial decision making power, which encompasses decisions whether to initiate, or refrain from entering, litigation, from 8 Del. C. § 141(a).”... Here, I have already determined that a majority of the board is independent and disinterested; thus, Plaintiff fails to raise a reasonable doubt as to the impartiality of a majority of the board to have considered such a demand.

Section 141(a) leaves control of corporate litigation with the board when claims against fewer than a majority of directors, or exculpated duty of care claims alone, do not establish demand futility.

Lenois v. Lawal · filed 2017-11-07(a)

That a non-exculpated claim may be brought against less than a majority of the board or some other individual at the company, or that the board committed exculpated duty of care violations alone, will not affect the board’s right to control a company’s litigation.

Section 141(a) gives directors control over corporate assets, including the corporation’s legal claims, and underlies the demand requirement in derivative suits.

Oklahoma Firefighters Pension & Retirement System v. Corbat · filed 2017-12-18(a)

The demand requirement is an extension of the fundamental principle that “directors, rather than shareholders, manage the business and affairs of the corporation.”226 Directors’ control over a corporation embraces the disposition of its assets, including its choses in action.

Section 141(a) gives directors control over corporate assets, including the corporation’s legal claims.

Ellis v. Gonzalez · filed 2018-07-10(a)

Directors’ control over a corporation embraces the disposition of its assets, including its choses in action.

Section 141(a) gives the board authority over corporate claims, so a derivative plaintiff must demand board action when demand is not excused.

City of Birmingham Retirement & Relief System v. Good · filed 2017-12-15(a)

Thus, the plaintiffs were required to first demand that the board of directors address the claims they wished to pursue on behalf of the Company.

Section 141(a) places the decision to pursue corporate litigation with the board, so a stockholder must make a pre-suit demand or plead that demand would be futile.

Steinberg v. Bearden · filed 2018-05-30(a)

“The decision whether to initiate or pursue a lawsuit on behalf of the corporation is generally within the power and responsibility of the board of directors.”

Section 141(a) gives directors authority to manage corporate affairs, including deciding whether the corporation will pursue litigation.

City of Tamarac Firefighters' Pension Trust Fund v. Corvi · filed 2019-02-12(a)

Rule 23.1 derives from the bedrock principle that directors, rather than stockholders, manage the business and affairs of the corporation. ... Their authority includes decisions to pursue or refrain from pursuing litigation on behalf of the corporation.

Section 141(a) gives directors authority to decide whether the corporation initiates or pursues litigation, subject to the rules governing shareholder derivative suits.

Reith v. Lichtenstein · filed 2019-06-28(a)

This applies to “[t]he decision whether to initiate or pursue a lawsuit on behalf of the corporation.”

Section 141(a) gives directors authority to manage a Delaware corporation’s business and affairs, including whether to pursue litigation on its behalf.

Silverberg v. Shan Padda f/k/a Kuldarshan Padda · filed 2019-09-19(a)

Rule 23.1 derives from the principle that directors, and not shareholders, manage the business and affairs of Delaware corporations.33 The directors’ managerial authority includes whether to initiate or refrain from entering litigation on behalf of the corporation.

Section 141(a) gives a corporate board authority to litigate claims on the corporation’s behalf.

In re Oracle Corporation Derivative Litigation · filed 2019-12-04(a)

The authority of a corporate board to litigate claims on behalf of a corporation is derived from Section 141(a) of the DGCL.

Section 141(a) gives the board authority to decide whether the corporation should pursue litigation.

McElrath v. Kalanick · filed 2020-01-13(a)

Under Delaware law, the board of directors manages the business and affairs of the corporation, which includes deciding whether the corporation should pursue litigation against others.

Section 141(a) gives the board control over corporate litigation decisions; a stockholder seeking to pursue a derivative claim without board approval must plead that demand would be futile.

Shabbouei v. Laurent Potdevin (lululemon athletica inc., Nominal Defendant) · filed 2020-04-02(a)

As Justice Moore emphasized in his seminal Aronson decision, 8 Del. C. § 141(a) codifies a bedrock of Delaware corporate law—the board of directors, not stockholders, manages the business and affairs of the corporation, including the business decision to cause the corporation to sue.

Section 141(a) gives the board authority to decide what action the corporation takes with its litigation claims.

Hughes v. Hu · filed 2020-04-27(a)

Section 141(a) vests statutory authority in the board of directors to determine what action the corporation will take with its litigation assets, just as with other corporate assets.

Section 141(a) gives the board authority to decide whether the corporation will sue; a stockholder seeking to pursue a derivative claim must plead that demand on the board would be futile.

In re GoPro, Inc Stockholder Derivative Litigation · filed 2020-04-28(a)

As Justice Moore emphasized in his seminal Aronson decision, 8 Del. C. § 141(a) codifies a bedrock of Delaware corporate law—the board of directors, not stockholders, manages the business and affairs of the corporation, including the business decision to cause the corporation to sue.

Section 141(a) gives the board authority to decide whether the corporation initiates and maintains a lawsuit.

In re MetLife Inc. Derivative Litigation · filed 2020-08-17(a)

As such, it is typically the board’s prerogative to determine whether the corporation initiates and maintains a lawsuit.

Section 141(a) gives the board authority to decide what action the corporation takes with its litigation claims.

United Food and Commercial Workers Union and Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg · filed 2020-10-26(a)

Section 141(a) vests statutory authority in the board of directors to determine what action the corporation will take with its litigation assets, just as with other corporate assets.

Section 141(a) gives a board authority to pursue litigation on the corporation’s behalf, which a committee may exercise when delegated the board’s powers concerning the transaction.

In re WeWork Litigation · filed 2020-12-14(a)

The latter phrase logically would include the Board’s statutory authority to pursue litigation on behalf of the Company in connection with a “Potential Transaction.”

Section 141(a) generally gives the board authority to decide whether the corporation initiates or maintains a lawsuit.

Richardson v. Clark · filed 2020-12-31(a)

As such, it is typically the board’s prerogative to determine whether the corporation initiates and maintains a lawsuit.

Section 141(a) gives the board the initial authority to decide whether the corporation should bring a derivative claim.

Fisher v. Sanborn · filed 2021-03-30(a)

it is the responsibility of the board of directors to decide whether to bring derivative claims in the first instance.

Section 141(a) places management of corporate affairs with the board, including the decision whether to pursue litigation on the corporation’s behalf.

The Raj and Sonal Abhyanker Family Trust v. Mason Blake and UpCounsel · filed 2021-06-17(a)

The tacit concession doctrine is an aspect of the demand requirement procedurally embodied in Rule 23.1, which derives from the bedrock principle that the board of directors, rather than stockholders, manage the business and affairs of the corporation.

Section 141(a) gives the board authority to decide whether the corporation will pursue litigation, so a shareholder bringing a derivative suit must demand board action unless demand is excused.

Carpenters Pension Fund of Illinois v. Neidorff · filed 2020-09-15(a)

The decision whether to initiate or pursue a lawsuit on behalf of a corporation is generally within the power and responsibility of the company’s board of directors.

Section 141(a) gives directors authority over corporate claims; a stockholder may pursue a derivative claim after a wrongfully refused demand or when demand is excused because the directors cannot decide impartially.

In re Tilray, Inc. Reorganization Litigation · filed 2021-06-01(a)

Because derivative litigation impinges on the managerial freedom of directors in this way, “a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”

Section 141(a) places decisions about corporate litigation with the board; a stockholder may pursue a corporate claim if the directors wrongfully refuse a demand or cannot impartially consider one.

In Re BGC Partners, Inc. Derivative Litigation · filed 2021-09-20(a)

A stockholder can only pursue claims belonging to a corporation if (1) the corporation’s directors wrongfully refuse a demand to authorize the corporation to bring suit; or (2) demand would have been futile because the directors were incapable of impartially considering the demand.

Section 141(a) places decisions about corporate litigation with the board; a stockholder suing without first making a demand must show that demand would have been futile.

In Re Camping World Holdings, Inc. Stockholder Derivative Litigation · filed 2022-01-31(a)

“The decision whether to initiate or pursue a lawsuit on behalf of the corporation is generally within the power and responsibility of the board of ... directors.” ... Because the plaintiffs did not make a demand on the Board, they must show why doing so would have been futile.

Section 141(a)’s grant of managerial authority to directors underlies the requirement that a stockholder make a demand on the board before pursuing a corporate claim, unless demand is excused.

In Re Carvana Co. Stockholders Litigation · filed 2022-06-30(a)

Because derivative litigation impinges on the managerial freedom of directors in this way, “a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”37 The demand requirement is a substantive principle under Delaware law.

Section 141(a) places corporate affairs under the directors’ management, so a stockholder pursuing a corporate claim must first demand board action unless demand is excused.

City of Coral Springs Police Officers' Pension Plan v. Dorsey · filed 2023-05-09(a)

Because derivative litigation impinges on the managerial freedom of directors in this way, “a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”

Section 141(a) gives directors authority over corporate affairs, so a stockholder may pursue a corporate claim only after a wrongfully refused demand or when demand is futile.

Katherine Richards Brewer, derivatively on behalf of Regions Financial Corporation and Regions Bank v. Josh M. Turner, Jr. · filed 2025-09-29(a)

Because derivative litigation impinges on the managerial freedom of directors in this way, “a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”

Section 141(a) gives directors authority to manage corporate affairs, so a stockholder may pursue a corporate claim only after a wrongfully refused demand or when demand is excused as futile.

IMG Holding LLC v. James Dimon and JPMorgan Chase & Co. · filed 2024-04-16(a)

“A cardinal precept of [Delaware law] is that directors, rather than shareholders, manage the business and affairs of the corporation.” ... Because derivative litigation impinges on the managerial freedom of directors in this way, a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the litigation.”

Section 141 requires valid board authorization before a corporation may sue one of its directors on its own behalf.

Collegey, INC. v. Jamal · filed 2026-02-27(a), (b), (f)

Nevertheless, the Court concludes that Delaware precedent requires valid board authorization before a corporation may file a lawsuit on its own behalf against one of its directors, and the Amended Complaint does not allege that there was valid board authorization before Collegey filed the lawsuit against Mr. Jamal.

Section 141(a) gives directors authority to manage corporate affairs, so a stockholder pursuing a derivative claim must make a demand on the board or show that demand is futile.

Marstrand Partners, L.P. v. Israel Biotech Fund I, L.P. · filed 2026-05-27(a)

Rule 23.1 is the procedural embodiment of the “cardinal precept” of Delaware law “that directors, rather than shareholders, manage the business and affairs of the corporation.” ... Because the Complaint fails to satisfy any of the prongs of Zuckerberg’s three-part test, Plaintiff cannot demonstrate that demand is futile as to the Demand Board.

Section 141(e) permits directors who are reasonably informed to rely in good faith on information, opinions, reports, or statements presented by corporate officers, employees, or committees.

Connolly v. Gasmire · filed 2008-07-02(e)

A board is not required to be informed of every fact, but to be reasonably informed, and may rely in good faith on the information, opinions, reports, or statements presented to the corporation by its officers, employees, or committees.

Former § 141(f), now § 141(e), allowed directors to reasonably rely on reports provided by corporate officers.

Cheff v. Mathes · filed 1964-03-17(f)

The board was within its rights in relying upon that investigation, since 8 Del.C. § 141 (f) allows the directors to reasonably rely upon a report provided by corporate officers.

Section 141(e) protects directors who rely in good faith on certain corporate reports, but it does not weaken the entire fairness requirement for a merger involving a controlling stockholder on both sides.

David J. Greene & Co. v. Dunhill International, Inc. · filed 1968-12-24(e)

That statute “protects” directors relying in good faith upon certain reports made to the corporation, but it has no application here.

Former § 141(f), now § 141(e), protected directors who relied on summaries, reports and corporate records in performing their duties.

Graham v. Allis-Chalmers Manufacturing Company · filed 1963-01-24(f)

At the meetings of the Board in which all Directors participated, these questions were considered and decided on the basis of summaries, reports and corporate records. These they were entitled to rely on, not only, we think, under general principles of the common law, but by reason of 8 Del.C. § 141(f) as well, which in terms fully protects a director who relies on such in the performance of his duties.

Section 141(e) protects directors who rely in good faith on corporate books and reports from corporate officials or independent certified public accountants.

Prince v. Bensinger · filed 1968-06-19(e)

On the other hand, former 8 Del.C. § 141(f), now 141(e), fully protects directors of a corporation where they rely in good faith on books of account and reports made by any of its officials, or by an independent certified public accountant.

Section 141(e)’s protection for directors who rely in good faith on specified information has limits, including in cases of corporate waste.

Brehm v. Eisner · filed 2000-02-09(e)

This protection, however, is not without limitation, as in a case of corporate waste.

Section 141(e) protects directors who rely in good faith on information from a qualified expert, even when that information is relayed by others.

In Re Walt Disney Co. Derivative Litigation · filed 2006-06-08(e)

The Chancellor correctly applied Section 141(e) in upholding the reliance of Lozano and Poitier upon the information that Crystal, Russell and Watson furnished to *60 them.

Section 141(e) protects directors who rely in good faith on a report pertinent to the decision before the board; blind reliance does not qualify.

Smith v. Van Gorkom · filed 1985-03-14(e)

At a minimum for a report to enjoy the status conferred by § 141(e), it must be pertinent to the subject matter upon which a board is called to act, and otherwise be entitled to good faith, not blind, reliance.

Section 141(e) protects reasonable reliance on professionals, but a board acts unreasonably when it entrusts a shareholder-demand investigation to counsel that represented the alleged wrongdoers in related proceedings.

Stepak v. Addison · filed 1994-04-15(e)

When a board chooses to delegate its investigatory duties, it must do so reasonably. See 8 Del.C. Sec. 141(e). ... Selection of a law firm that has actually represented the alleged wrongdoers in proceedings related to the very subject matter that the law firm is now asked to neutrally investigate reaches, in our opinion, the level of gross negligence and is incompatible with a board's fiduciary duty to inform itself "of all material information reasonably available" prior to making a business decision. Smith v. Van Gorkom, 488 A.2d 858, 872 (Del.1985). Such a shortcoming strips a board's rejection of a shareholder demand of the protection of the business judgment rule.

Section 141(e) does not permit directors to rely on an expert’s opinion they had not seen before approving a transaction.

Brandt v. Hicks, Muse & Co. (In Re Healthco International, Inc.) · filed 1997-04-09(e)

But they never saw those opinions before approving the transaction, so the opinions can hardly constitute “reports” of an expert the directors were entitled to rely upon under section 141(e) of Delaware’s corporation law.

Section 141(e) protects directors who rely in good faith on qualified experts for matters within those experts’ competence, including corporate accounting.

Cantor v. Perelman · filed 2002-12-09(e)

Under Del. C. § 141(e), board members are relieved from liability resulting from their actions if they “rel[ied] in good faith upon the records of the corporation and upon such information, opinions, reports, or statements presented to the corporation by... any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.” ... As a result, the court finds that the Marvel board met its fiduciary duties with regard to accounting.

Section 141(e) does not shield interested directors who rely on advice from counsel they had no reason to believe represented the corporation or its board or had been selected on the corporation’s behalf.

Boyer v. Wilmington Materials, Inc. · filed 1999-01-20(e)

There is no dispute that Iacono and Pettinaro were both interested directors who gained by the sale of WMI’s assets for less than fair value. In the circumstances, their reliance on the advice of Manning that the transaction was fair cannot shield them from liability to Boyer arising out of the unfairness of the transaction. ... Tn the circumstances, the defense under Section 141(e) cannot be thought to be available.

Section 141(e) can be asserted through allegations that directors relied in good faith on officers, professionals, and advisors, even if the pleading does not cite the section.

Rafool v. Goldfarb Corp. (In Re Fleming Packaging Corp.) · filed 2006-09-08(e)

Even though it doesn’t specifically refer to 8 Del.C. § 141(e), Defense # 16 alleges good faith reliance by the FLEMING directors upon various officers, professionals and advisors. This pleading is sufficient to properly assert § 141(e) in a different context than does Defense # 15. For the same reasons, Defense # 16 will stand as pleaded.

Section 141(e) protects directors who rely in good faith on expert compensation consultants when making compensation decisions.

In Re Federal National Mortgage Ass'n Securities, Derivative, & "ERISA" Litigation · filed 2007-05-31(e)

Second, the Board is protected by the safe harbor provision of Section 141(e) of the Delaware General Corporation Law because the Board and the Compensation Committee relied in good faith on expert compensation consultants in reaching these compensation decisions.

Section 141(e) requires directors to rely in good faith on committee recommendations; directors who know the committee lacks material information cannot claim that reliance.

Cohen v. Morgan Schiff & Co. (In Re Friedman's Inc.) · filed 2008-01-10(e)

8 Del.C. § 141(e) requires that Brinkley and Stinn rely in “good faith” on recommendations of independent committees. They could not have done so here because they knew that these independent board members were not fully informed of Brinkley and Stinn’s personal interests in the transaction — despite 8 Del.C. § 144(a)(Z)’s disclosure requirement. Brinkley and Stinn’s motion to dismiss this claim therefore is denied.

Section 141(e) fully protects directors who reasonably rely on advisors, even if the directors breach their duties.

In re Rural/Metro Corporation Stockholders Litigation · filed 2014-10-10(e)

Directors may breach their duties and yet be ―fully protected‖ under Section 141(e) if they reasonably rely on advisors.

Section 141(e) permits directors to rely on counsel’s advice when that advice is not plainly erroneous.

In re Family Dollar Stores, Inc. Stockholder Litigation · filed 2014-12-19(e)

Plaintiffs may ... disagree with the advice the directors received, but that advice was not plainly erroneous and the directors were entitled to rely on it.

Section 141(e) makes a director’s reliance on qualified experts relevant to fair dealing, but that reliance alone does not establish fair dealing.

Owen v. Cannon · filed 2015-06-17(e)

Cannon and Bryn‘s reliance on 8 Del. C. § 141(e) is misplaced in my view. A director‘s reliance on qualified experts under 8 Del. C. § 141(e) is ―a pertinent factor in evaluating whether corporate directors have met a standard of fairness in their dealings,‖ but this factor alone is not dispositive of fair dealing.

Section 141(e) allows directors to rely on an adviser selected on the corporation’s behalf; the full board need not select the adviser.

OptimisCorp. · filed 2015-08-26(e)

It is not material that the full Board did not make the decision to hire these advisors. Section 141(e) expressly allows reliance on those selected ―by or on behalf of the corporation.‖ Zilberman was hired by PLIS, the Company‘s insurer; therefore, he comes within the scope of the Section 141(e) safe harbor.

Section 141(e)'s protection for directors does not extend to aiders and abettors of fiduciary breaches.

In re TIBCO Software Inc. Stockholders Litigation · filed 2014-11-25(e)

Although “the one-two punch of exculpation under Section 102(b)(7) and the full ... protection under Section 141(e)” may limit (but does not eliminate) the prospects for recovery against the members of the Board, ... those statutory protections do not apply to aiders and abettors of breaches of fiduciary duties, including the duty of care.

Section 141(e) protects directors who reasonably rely on advisors, but directors overseeing a sale must remain informed and address actual or potential advisor conflicts.

RBC Capital Markets, LLC v. Jervis · filed 2015-11-30(e)

While a board may be free to consent to certain conflicts, and has the protections of 8 Del. C. § 141(e), directors need to be active and reasonably informed when overseeing the sale process, including identifying and responding to actual or potential conflicts of interest.

Section 141(e) protects directors who rely in good faith on an expert’s opinion within the expert’s competence when the expert was selected with reasonable care.

Beatrice Corwin Living Irrevocable Trust v. Pfizer, Inc. · filed 2016-08-31(e)

Under 8 Del. C. § 141(e), directors are “fully protected” ... in relying in good faith on the expert’s opinions as to matters the director reasonably believes are within the expert’s competence, provided the expert was selected with reasonable care by or on behalf of the corporation. The board’s reliance on KPMG’s opinion that Pfizer’s financial statements were prepared in accordance with GAAP protects the board from the claims the plaintiffs seek to investigate through the Demand.

Section 141(e) protects directors who rely in good faith on an expert selected with reasonable care; the expert’s prior work for the corporation and prior recommendations to reject shareholder demands do not alone make the selection unreasonable.

Levine v. Liveris · filed 2016-10-19(e)

To begin with, Delaware law provides that a board member is “fully protected in relying in good faith upon.. .information, opinions, reports, or statements presented. . .by any other person as to matters the member reasonably believes are within such other person’s professional and expert competence and who has been selected with reasonable care by or on behalf of the corporation.” 8 Del. C. § 141(e). ... Even though Mr. Nachbar might have previously represented Dow and previously recommended rejection of shareholder demands, that does not establish sufficient bias or lack of independence to make Mr. Nachbar’s selection unreasonable.

Section 141(e) shields directors who rely in good faith on reasonably selected counsel, including when counsel prepares merger documents.

The Cirillo Family Trust v. Moezinia · filed 2018-07-11(e)

Unrebutted evidence demonstrates that the Director Defendants relied on Dechert to prepare the Notice, and the Trust has cited no authority that supports the bizarre proposition that relying on outside counsel to prepare the required documentation for a merger does not constitute relying on legal advice.

Section 141(e) permits directors to rely in good faith on corporate records and the express or implied assurances of fellow directors.

In re Ebix, Inc. Stockholder Litigation · filed 2018-07-17(e)

Under 8 Del. C. § 141(e), the Barington Defendants were entitled to rely in good faith on Ebix’s corporate records as well as on the assurances, express and implied, of their fellow directors.

Section 141(e) entitles directors to rely on a company officer’s assessment of information conveyed to the board.

Hubert Owens, Derivatively on Behalf of Esperion Therapeutics, Inc. v. Mayleben · filed 2020-02-13(e)

Far more likely is that the Esperion officials who attended the meeting simply misinterpreted the FDA’s comments, and the Outside Directors then relied on Mayleben’s assessment of the meeting, as they are entitled to do under 8 Del. C. § 141(e).

Section 141(e) does not provide a reliance defense at the pleading stage when the alleged facts make the directors’ reliance on management unreasonable.

In re Clovis Oncology, Inc. Derivative Litigation · filed 2019-10-01(e)

Furthermore, the Complaint alleges circumstances where any reliance on Clovis’ management regarding ORR reporting would be unreasonable in light of the Board presentations and the competitive pressure Roci faced from Tagrisso—rendering a reliance defense under 8 Del. C. § 141(e) inappropriate, at least at this stage.

A company invoking Section 141(e) as a defense bears the burden of showing that its directors reasonably relied on an expert report in good faith.

Ogus v. SportTechie, Inc. · filed 2020-01-31(e)

The Company thus should bear the burden of proof to demonstrate that the directors’ reliance on the Derivatas report was reasonable and done in good faith.

Section 141(e) protects directors who rely in good faith on information, opinions, reports, or statements from corporate officers or employees.

Buckley Family Trust v. McCleary · filed 2020-03-31(e)

Indeed, Delaware law protects directors who rely “in good faith . . . upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees.”

Section 141(e) permits directors determining funds available for redemption to rely in good faith on corporate records, management reports, expert advice, and advisor input.

Continental Investors Fund LLC v. Tradingscreen Inc. · filed 2021-07-23(e)

As on other issues, when determining the amount of funds available for redemptions, directors may rely in good faith on the records of the corporation, reports from management, advice from experts, and input from advisors.

Section 141(e) permits reasonable reliance on an advisor in addressing corporate taxes without breaching the duty of care.

In re Happy Child World, Inc. · filed 2020-09-29(e)

Even if he did, this would not qualify as a duty of care breach because Medhat reasonably relied upon an advisor to address the daycare’s taxes, which, by law, he was entitled to do.

Section 141(e) permits directors to rely in good faith on a special committee’s recommendation absent credible allegations of flaws in the committee’s process.

In re GGP, Inc. Stockholder Litigation · filed 2021-05-25(e)

...directors are entitled to rely in good faith on a special committee’s recommendation absent credible allegations of flaws in that committee’s process.