172 Md. App. 648 - Bender v. Schwartz’s Empirical Analysis

Citation profile

2 federal appellate · 35 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 44 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “(i) whether the committee engaged independent counsel to assist in the investigation; (ii) whether the committee produced a report, its length, and whether it documented the committee’s procedures, reasoning, and conclusions; (iii) whether the committee properly identified the claims at issue; (iv) whether the committee reviewed the testimony of or interviewed directors, officers, and employees; (v) whether the committee (or counsel hired to assist it) reviewed documents regarding the questionable transaction; and (vi) the number of times the committee met.”

   1 later decision quote this exact passage
   e.g. 194 Md. App. 477 - Boland v. Boland

2. “(1) whether the committee engaged independent counsel to assist in the investigation; (2) whether the committee produced a report, its length, and whether the report documented the committee’s procedures, reasoning, and conclusions; (3) whether the committee interviewed and reviewed the testimony of relevant directors, officers, and employees; (4) whether the committee or its counsel reviewed documents relevant to the questionable transaction; and (5) the number of times the committee met.”

   1 later decision quote this exact passage
   e.g. Sherry v. Chioini

3. “very limited exception, to be applied only when the allegations or evidence clearly demonstrate, in a very particular manner, either that (1) a demand, or a delay in awaiting a response to a demand, would cause irreparable harm to the corporation, or (2) a majority of the directors are so personally and directly conflicted or committed to the decision in dispute that they cannot reasonably be expected to respond to a demand in good faith and within the ambit of the business judgment rule.”

   1 later decision quote this exact passage
   e.g. 197 Md. App. 586 - GEORGE WASSERMAN & JANICE WASSERMAN GOLDSTEN FAMILY LLC. v. Kay