John P. McPADDEN, Sr., Plaintiff,
v.
Sanjiv S. SIDHU, Stephen Bradley, Harvey B. Cash, Richard L. Clemmer, Michael E. McGrath, Lloyd G. Waterhouse, Jackson L. Wilson, Jr., Robert L. Crandall and Anthony Dubreville, Defendants, and
i2 Technologies, Inc., Nominal Defendant.
Court of Chancery of Delaware.https://leagle.com/images/logo.png
Submitted: June 17, 2008.
Decided: August 29, 2008.
Attorney(s) appearing for the Case
Norman M. Monhait, of Rosenthal Monhait & Goddess, P.A., Wilmington, Delaware; of Counsel: Robert C. Schubert, Juden Justice Reed, and Aaron H. Darsky, of Schubert & Reed L.L.P., San Francisco, California, Attorneys for Plaintiff.
Kenneth J. Nachbar and Leslie A. Polizoti, of Morris, Nichols, Arsht & Tunnell L.L.P., Wilmington, Delaware; of Counsel: Jordan D. Hershman, Michael D. Blanchard, and Matthew C. Applebaum, of Bingham McCutchen L.L.P., Boston, Massachusetts, Attorneys for Defendants.
Court of Chancery of Delaware.
OPINION
CHANDLER, Chancellor.
Though what must be shown for bad faith conduct has not yet been completely defined,1 it is quite clearly established that gross negligence, alone, cannot constitute bad faith.2 Thus, a board of directors may act "badly" without acting in bad faith. This sometimes fine distinction between a breach of care (through gross negligence) and a breach of loyalty (through...
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