Federal Case

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• stating that exculpation provisions are affirmative defenses that generally cannot form the basis of a Rule 12(b)(6) dismissal
• stating that “the protection of an exculpatory charter provision appears to be in the nature of an affirmative defense”
• explaining that “to require pleading facts with specificity . . . is not the federal notice pleading standard”
• explaining that, although, “[g]enerally speaking, we will not rely on an affirmative defense such as the business judgment rule to trigger dismissal of a complaint under Rule 12(b)(6
• explaining that, to constitute corporate waste under Delaware law, “the decision must go so far beyond the bounds of reasonable business judgment that its only explanation is bad faith”
• recognizing in dictum that an exculpation provision is an affirmative defense

Source: CourtListener parenthetical corpus (CC0).