Smith, a shareholder, filed suit against the board of directors of a corporation in which he had owned stock. Smith claimed that he and other shareholders had not received top dollar for their shares when their corporation had merged with another.

Consequently, they sought either a r e versal of the merger or payment from the directors to make up for their losses. The dire c tors, Smith a r gued, had violated their duty of due care because they based their decision on a 20-minute speech by the CEO.

Also, the directors had not even looked at the merger doc u ments, let alone studied them. Furthermore, the directors had not sought any independent evaluation by outside experts. For their part, the directors argued that because their decision was made in good faith and was legal, they were protected by the business judgment rule.

Were the directors correct? Smith v. VanGorkon , 488 A.2d 858 (DE).