Legal Opinion
McPadden v. Sidhu
Court of Chancery of Delaware
Decided August 29, 2008No. Civil Action 3310-CCPublishedCited by 109 opinions
1Opinion of the Court
OPINION
CHANDLER, Chancellor.
Though what must be shown for bad faith conduct has not yet been completely defined, 1 it is quite clearly established that gross negligence, alone, cannot constitute bad faith. 2 Thus, a board of directors may act “badly” without acting in bad faith. This sometimes fine distinction between a breach of care (through gross negligence) and a breach of loyalty (through bad faith) is one illustrated by the actions of the board in this case.
I. BACKGROUND
In June 2005, the board of directors of i2 Technologies, Inc. (“i2” or the “Company”) approved the sale of i2’s wholly…
2Cases cited22 opinions
- Aronson v. LewisSupreme Court of Delaware · 1984
- Brehm v. EisnerSupreme Court of Delaware · 2000
- Savor, Inc. v. FMR Corp.Supreme Court of Delaware · 2002
- Malpiede v. TownsonSupreme Court of Delaware · 2001
- VLIW TECHNOLOGY, LLC v. Hewlett-Packard Co.Supreme Court of Delaware · 2003
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3Cited by109 opinions
- In Re Citigroup Inc. Shareholder Derivative LitigationCourt of Chancery of Delaware · 2009
- In Re Bear Stearns Companies, Inc. Securities, Derivative, & Erisa LitigationDistrict Court, S.D. New York · 2011
- Louisiana Municipal Police Employees' Retirement System v. PyottCourt of Chancery of Delaware · 2012
- Westmoreland County Employee Retirement System v. ParkinsonCourt of Appeals for the Seventh Circuit · 2013
- Think3 Litigation Trust v. Zuccarello (In re Think3, Inc.)United States Bankruptcy Court, W.D. Texas · 2015
104 more not listed; retrieve them via the Exa API.