Smith v. Van Gorkom: Insights About C.E.O.s, Corporate Law Rules, and the Jurisdictional Competition for Corporate Charter

Abstract

After fifteen years, Smith v. Van Gorkom remains intellectually frustrating. The annoyance stems from the fact that, while the decision may have dramatically improved the quality of deliberations in corporate boardrooms, the imposition of liability on the defendants in the case seems profoundly unjust.