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Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

Posted In M&A

In re Zale Corporation Stockholders Litigation, C.A. 9388-VCP (October 29, 2015)

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is approved by a disinterested Board and a majority of the fully informed stockholders, the business judgment standard of review applies. This Court concluded that under that standard, the Board’s actions were not grossly negligent.