Robert S. Reder & Austria C. Arnold | 77 Vand. L. Rev. En Banc 51

Acknowledging that “our corporate law is not static,” in Coster v. UIP Companies, Inc., No. 163, 2022 (Del. Sup. Ct. June 28, 2023) (“Cos- ter IV”), the Delaware Supreme Court (“Supreme Court”) sought to rec- oncile several standards of judicial review utilized by Delaware courts over the years to address challenges to corporate board actions alleged to have impeded the stockholder franchise. This is not an insignificant issue: “[t]he shareholder franchise is the ideological underpinning upon which the legitimacy of directorial power rests” under Delaware corporate law.

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