Jerry Duncan v. Leonard Muzyn

How courts have described this case

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

• noting that proxies are not intended to function as mysteries for stockholders to solve
• reversing the Court of Chancery's dismissal under Corwin because, contrary to the Court of Chancery's holding, the tender offer was not fully informed
• reversing a motion to dismiss because the complaint's \omitted facts are material and their omission precludes the invocation of the business judgment rule standard at the pleading stage\
• reversing the Court of Chancery’s dismissal under Corwin because, contrary to the Court of Chancery’s holding, the tender offer was not fully informed
• reversing a motion to dismiss because the complaint’s “omitted facts are material and their omission precludes the invocation of the business judgment rule standard at the pleading stage”
• \It is inherent in the very idea of a fiduciary relationship that the stockholders that directors serve are entitled to give weight to their fiduciaries' opinions about important business matters.\

Source: CourtListener parenthetical corpus (CC0).