Document Type



This Note has two goals. First, it seeks to explain why boards of directors at large corporations tend to stay passive in performing their monitoring role. Second, this Note argues that Delaware corporate law fails to take into consideration the factors that lead to board passivity because Delaware courts currently adopt a transaction-focused approach by only examining facts surrounding the transaction that is the subject of litigation. This Note proposes that the Delaware court looks beyond the transaction in dispute and adopts an expansive good faith evaluation for overall board operations.

Date of Authorship for this Version

October 2007