Mercier v. Inter-Tel (Delaware), Inc.

How courts have described this case

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

• providing that the standard of review to be applied where directors’ actions affect the corporate franchise is “a reasonableness standard consistent with the Unocal standard”
• stating that, rather than functioning as a standard of review, Blasius was more an “an after-the-fact label placed on a result”
• noting that enhanced review of director action interfering with stockholder elections implicates “the question of loyalty that pervades all fiduciary duty cases”
• explaining that outside of the electoral context, directors can pursue a course of action contrary to the wishes of a stockholder majority if they satisfy enhanced scrutiny
• explaining that “[i]n the corporate context, compelling circumstances are presented when independent directors believe that: (1) stockholders are about to reject a third-party merger proposal that the independent directors believe is in their best interests; (2
• stating that “[t]he core of Unocal’s utility really rests in the burden it asserts on directors to: (1) identify the proper corporate objectives served by their actions; and (2) justify their actions as reasonable in relationship to those objectives”

Source: CourtListener parenthetical corpus (CC0).