Publication Date
1-1-2006
Document Type
Article
Organizational Units
Sturm College of Law
Keywords
Independent directors, conflict of interest, stock exchanges, Delaware, shareholders, duty of loyalty
Abstract
In discussing independent directors, most of the focus has been on the definitions employed by the stock exchanges. It is the Delaware definition, however, that is the more important one. Delaware provides that, in non-controlling shareholder cases, conflict of interest transactions approved by a board consisting of a majority of "independent" directors will receive the presumption of the business judgment rule. The result is to eliminate any judicial consideration of fairness in reviewing the transaction.
Publication Statement
Copyright held by the author. User is responsible for all copyright compliance.
Originally published as J. Robert Brown Jr., Disloyalty Without Limits: “Independent” Directors and the Elimination of the Duty of Loyalty, 95 Ky. L. Rev. 53 (2006).
Recommended Citation
J. Robert Brown Jr., Disloyalty Without Limits: “Independent” Directors and the Elimination of the Duty of Loyalty, 95 Ky. L. Rev. 53 (2006).