Breaking NewsLaw.com and associated brands will be offline for scheduled maintenance Saturday May 8 3 AM US EST to 12 PM EST. We apologize for the inconvenience.

 
X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.
Edward McNally

The answer to the question posed in the title to this article may seem devious to you. After all, the answer must be “no” if we want anyone to serve on a corporate board of directors. Yet this question continues to pop up as discussed in the recent decision of the Delaware Court of Chancery in Marchand v. Barnhill, C.A. No. 2017-0586-JRS (Sept. 27, 2018).

The Marchand decision is primarily known because it is the first case to invoke a “super power” director with five votes while the other directors have just one vote each. The court held that in considering if a demand on the board to pursue litigation was excused because a majority of the board was sufficiently disinterested that those five votes counted toward a disinterested majority of the board. But Marchand is more important than that probably unique holding. Here is why.

This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.

To view this content, please continue to their sites.

Not a Lexis Advance® Subscriber?
Subscribe Now

Not a Bloomberg Law Subscriber?
Subscribe Now

Why am I seeing this?

LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.

For questions call 1-877-256-2472 or contact us at [email protected]

 
Reprints & Licensing
Mentioned in a Law.com story?

License our industry-leading legal content to extend your thought leadership and build your brand.

Shareholder Derivative Litigation: Besieging the BoardBook

Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application...

Get More Information
 

General Counsel Conference Midwest: SuperConference 2021Event

GCC Midwest addresses today's legal issues facing companies by providing general counsel with insight and best practices.

Get More Information
 

General Counsel Conference Midwest: SuperConference 2021Event

GCC Midwest addresses today's legal issues facing companies by providing general counsel with insight and best practices.

Get More Information
 

General Counsel Conference Midwest: SuperConference 2021Event

GCC Midwest addresses today's legal issues facing companies by providing general counsel with insight and best practices.

Get More Information
 

General Counsel Summit (GCS) 2021Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

General Counsel Summit (GCS) 2021Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

General Counsel Summit (GCS) 2021Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

Women Influence & Power in Law (WIPL) 2021Event

WIPL is the original global forum facilitating women-to-women exchange on leadership and legal issues.

Get More Information
 

Women Influence & Power in Law (WIPL) 2021Event

WIPL is the original global forum facilitating women-to-women exchange on leadership and legal issues.

Get More Information
 

Women Influence & Power in Law (WIPL) 2021Event

WIPL is the original global forum facilitating women-to-women exchange on leadership and legal issues.

Get More Information
 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2021 ALM Media Properties, LLC. All Rights Reserved.