Main Content

Main Content

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

Williams v. Geier

Headnote

Absent the taint of self-interest, boards have great latitude with respect to decisions how to manage the business and affairs of the corporation.  Board decisions to amend the certificate of incorporation, like other business decisions, receive the benefit of the business judgment presumption.  In the following case, the effect of a fully-informed, uncoerced stockholder vote on the challenged transaction is that the challenged transaction receives the benefit of the business judgment presumption.