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

Gagliardi v. TriFoods Intern. Inc.

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.