70 Ohio App. 3d 702 - Miller v. Bargaheiser’s Empirical Analysis

Citation profile

11 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 11 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “This is not a perfect world. To expect an SLC to inquire into the activities of the defendants named in a derivative action and find absolutely no evidence of misconduct or not even the appearance of impropriety is not realistic. Indeed there are few among us who never make a misstep, who never have a momentary lapse and then in hindsight realize that what was done was not entirely appropriate. However, it is not the job of this committee to sniff out every particle of misconduct attributable to these named defendants and submit all to the court and jury for final evaluation. The committee must determine what is in the best interests of the corporation and then recommend a course of action to the trial court for the disposition of the derivative action. If the committee determines that certain misconduct should be corrected by action within the corporation rather than in the public arena of the courtroom, then a recommendation to dismiss the lawsuit should be made and such action will not be seen as cover-up or as evidence of an incomplete or a bad faith investigation.”

   1 later decision quote this exact passage
   e.g. Boland v. Boland

2. “We are confident that the diligent [review of the SLC’s independence, disinterestedness, good faith, and thoroughness] [ 38 ] ... will satisfactorily strike the balance sought by the court in Zapata while remaining consistent with the business judgment rule.”

   1 later decision quote this exact passage
   e.g. Boland v. Boland

3. “in good faith, in a manner [he or she] reasonably believes to be in the best interests of the corporation.”

   1 later decision quote this exact passage
   e.g. In Re UnitedHealth Group Inc. Shareholder Derivative Litigation