265 F. Supp. 2d 273 - Vides v. Amelio’s Empirical Analysis

Citation profile

1 district · 1 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 4 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “[T]he goal of § 14(a) that communications from management be accurate and complete as to all material facts is a vital one. Its achievement would be quite clearly frustrated if a director who was made a defendant in a derivative action for providing inadequate information in connection with a proxy solicitation were permitted to cause the dismissal of that action simply on the basis of his judgment that its pursuit was not in the best interests of the corporation. The very premises which give life to a derivative right of action to enforce § 14(a) must save it from a premature death. In short, we conclude that to the extent that a complaint states claims against directors under § 14(a) upon which relief may be granted, federal policy prevents the summary dismissal of those claims pursuant to the business judgment of those defendant directors.”

   1 later decision quote this exact passage · from the majority
   e.g. 529 F. Supp. 2d 213 - Risberg Ex Rel. Aspen Technology, Inc. v. McArdle