Bryan C. Bacon


In Technicolor II, the Delaware Supreme Court examined the propriety of a summary judgment order in favor of corporate directors when plaintiff shareholders were unable to demonstrate that they had suffered actual damages resulting from the directors' breach of their duty of care. The corporate directors still must demonstrate entire fairness to escape liability. Although the court declared that the directors were not entitled to summary judgment in Technicolor II, it held in Technicolor III that the directors were not liable for any damages since the directors demonstrated that the merger was entirely fair to shareholders. This Note suggests that the Delaware Supreme Court decision in Technicolor III will render its controversial decision in Smith v. Van Gorkom6 largely irrelevant.

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