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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Eugene D. Gagliardi, Jr., Plaintiff, v. Trifoods International, Inc., et al., Nominal Defendant, G.J. Hart, Frank A. Adams, Grotech Capital Group, Inc., Grotech Partners II, L.P., Grotech Partners III, L.P., Grotech Partners IIID, L.P., Grotech Partners IIIC, L.P., Don J. Casturo, Point Venture Associates, L.P., Point Venture Partners Pennsylvania, L.P., and Brian Fleming, Defendants.

Headnote

In this case, a stockholder brings suit to challenge a series of what turned out ultimately to be ill-advised board decisions. As in Shlensky, we see the degree of deference that courts will pay to a board's business judgment. The court in Gagliardi also offers up a rationale for why a high degree of deference for disinterested board decisions might generally be good policy.