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Business Judgement

Cede & Co. v. Technicolor, Inc, 634 A.2d 345, 361 (Del. 1993)


Under the circumstances, did the plaintiff have the burden of proof to show that defendant’s directors breached their fiduciary duties?


Burden shifting does not create per se liability on the part of the directors; rather, it is a procedure by which Delaware courts of equity determine under what standard of review director liability is to be judged. To require proof of injury as a component of the proof necessary to rebut the business judgment presumption would be to convert the burden-shifting process from a threshold determination of the appropriate standard of review to a dispositive adjudication on the merits.

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