McMillan v. Intercargo Corp.’s Empirical Analysis

Citation profile

3 district · 31 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 38 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “As this court has previously noted: The fact that a corporate board has decided to engage in a change of control transaction invoking so-called Revlon duties does not change the showing of culpability a plaintiff must make in order to hold the directors liable for monetary damages. For example, if a board unintentionally fails, as a result of gross negligence and not of bad faith or self-interest, to follow up on a materially higher bid and an exculpatory charter provision is in place, then the plaintiff will be barred from recovery, regardless of whether the board was in Revlon-land.”

   1 later decision quote this exact passage
   e.g. In Re Lear Corp. Shareholder Litigation

2. “... has an important, but confined, influence on the court’s analysis of this motion. Because the plaintiff! ] may not recover damages for a breach of the duty of care by the defendant directors, the court’s focus is necessarily upon whether the complaint alleges facts that, if true, would buttress a conclusion that the defendant directors breached their duty of loyalty or otherwise engaged in conduct not immunized by the exculpatory charter provision. 22”

   1 later decision quote this exact passage
   e.g. Blackmore Partners, L.P. v. Link Energy LLC

3. “[T]he plaintiffs may survive this motion only if the complaint contains well-pleaded allegations that the defendant directors breached their duty of loyalty by engaging in intentional, bad faith, or self-interested conduct that is not immunized by the exculpatory charter provision.”). 48 . Integrated Health Services, Inc. v. Elkins, 2004 WL 1949290 , at (Del.Ch. Aug. 24, 2004) (”

   1 later decision quote this exact passage
   e.g. In Re Lear Corp. Shareholder Litigation