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