David Bernstein of Goodwin Procter argues that by enabling boards of directors to delegate the responsibility of managing a business to shareholders, the Delaware legislature may have created more problems than it has solved
The solution may require the Delaware Legislature to amend the General Corporation Law to allow shareholders to sue for damages in merger agreement breaches
David Bernstein of Goodwin Procter examines recent Delaware rulings that directors may be held accountable for not preventing corporate problems of which they are not even aware