Trace Your Case

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.

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