Good faith produces good procedures and good procedures produce good outcomes. These statements are descriptive of much of Delaware's corporate law as well as the Delaware courts' approach to fiduciary duties. In re Caremark International Inc., Derivative Litigation exemplifies this approach...

This Article develops a construct of judges as gatekeepers in corporate and securities litigation, focusing on the last-period, or settlement stage of the cases. Many accounts of corporate scandals have focused on gatekeepers and the roles they played or, in some cases, abdicated. Corporate...

The defining issue of corporate law is the intensity of judicial review of director actions. Over the last four decades, Delaware has developed an elaborate array of judicial standards and defined (and then rearranged) the process by which such litigation plays out. This piece explores that...

We compile the most extensive hand collected data set on all forms of M&A litigation in the U.S. to study the effects of lawsuit jurisdictions during a sample period (1999 and 2000) of the Fifth Merger Wave, a period characterized by an abundance of friendly one-bidder deals and the near demise...