Delaware Supreme Court Affirms Dismissal in "Zale," but Changes Standard of Review of Board Conduct after Stockholder Vote | Practical Law
The Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery in Zale to dismiss a claim brought against the target company board and its financial advisor. However, the Supreme Court ruled that the Chancery Court erred in applying a gross negligence standard in its review of the board's conduct, holding that the inquiry after stockholder approval should be whether the transaction constituted waste.