State ex rel. Kabel v. Sewerage & Water Board

How courts have described this case

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

• noting that exculpation “was best determined after a trial, because the substantive fairness inquiry would shed light on why the directors acted as they did”
• stating that “[o]ur common law of corporations has rightly emphasized the need for independent directors to be willing to say no to interested transactions proposed by controlling stockholders” for the benefit of minority stockholders
• noting that “each director has a right to be considered individually”
• finding exculpatory clauses may not be considered for Rule 12(b)(6) purposes when a complaint sufficiently “pleads facts creating an inference that [directors] . . . may have breached their duty of loyalty”
• “[E]ach director has a right to be considered individually when the directors face claims for damages in a suit challenging board action.”
• “A plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion to dismiss . . . .”

Source: CourtListener parenthetical corpus (CC0).