Richards Layton & Finger

Director Liability: From Van Gorkom to Southern Peru and Beyond

April 2012

The Delaware courts have, on a couple of occasions over the past few decades, held corporate directors liable in headline-grabbing fashion. But the case law shows that the courts also continue to permit disinterested directors to make business decisions in the good-faith pursuit of stockholders’ interests without fear that a court, in hindsight, will hold them personally liable for decisions that turn out badly.