Chancellor Chandler's opinion in the Citigroup case is getting well-deserved attention in the corporate law blogosphere.
Larry Ribstein notes:
As discussed in a Wachtell, Lipton, Rosen & Katz client memorandum posted here last week, and by Francis Pileggi here, the Citigroup decision reaffirms business judgment protection in Delaware by emphasizing the “extremely high burden” plaintiffs face in suing directors for breach of Caremark oversight duties. In this case, Chancellor Chandler held that merely claiming that directors made a bad business decision by failure to monitor business risk was not enough to excuse demand in a derivative suit.
Larry then offers a detailed discussion of three aspects of the case: "the indeterminacy of corporate fiduciary law, the weakness of this law and other corporate monitoring devices in addressing the recent breakdown in corporate governance; and how these cases relate to Delaware jurisprudence on unincorporated business entities."
Peter Atkins also offers an analysis, in which he argues that "the Court emphasizes the continuing vitality and primacy of the business judgment rule presumption as a key protector of our system of private capital investment."
