Sample v. Morgan

How courts have described this case

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

• holding that “the mere approval by stockholders of a request by directors for the authority to take action within broad parameters does not insulate all future action by the directors within those parameters from attack”
• noting that a “contract may be unenforceable on equitable grounds” if it is “premised upon a breach of fiduciary duty”
• agreeing that “[c]orporate acts thus must be ‘twice-tested’—once by the law and again by equity”
• rejecting ratification defense for compensation plan ratified by a stockholder vote at annual stockholder meeting, due to allegedly overbroad plan parameters and disclosure failures
• applying Delaware law, implicitly pursuant to the internal affairs doctrine, to a stockholder’s derivative claim of waste against corporation’s board of directors
• denying motion to dismiss where reliance on company’s outside counsel was one of several procedural “red flags”

Source: CourtListener parenthetical corpus (CC0).