Emerald Partners v. Berlin’s Empirical Analysis
2001
Citation profile
4 federal appellate · 10 district · 46 state decisions
How this case has been cited
Cited by 86 later decisions (1 by the Supreme Court) — most recently March 2026 · most notably Brehm v. Eisner (2006), Orman v. Cullman (2002)
4 federal appellate · 10 district · 46 state decisions — followed in 14 states
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Relies on Aronson v. Lewis · Weinberger v. UOP, Inc. · Smith v. Van Gorkom · Cede & Co. v. Technicolor, Inc. · 33 Del. Ch. 293 - Sterling v. Mayflower Hotel Corp.
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 86 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“[Delaware law] presumes that “in making a business decision the directors of a corporation acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company.” Those presumptions can be rebutted if the plaintiff shows that the directors breached their fiduciary duty of care or loyalty or acted in bad faith. If that is shown, the burden then shifts to the director defendants to demonstrate the challenged act or transaction was entirely fair to the corporation and its shareholders.”
8 later decisions quote this exact passage“The entire fairness standard involves an inquiry into two interrelated concepts: fair dealing and fair price. To determine whether the merger was .a product of fair dealing, you may consider when the transaction was timed, how it was initiated, how it was structured, how it was negotiated, how it was disclosed to the directors, and how the approvals of the directors and stockholders were obtained .... The fair dealing and fair price components are not viewed in isolation. Rather, you should consider both concepts in conjunction to determine whether the merger was entirely fair to PHC’s Class A shareholders. The paramount issue, however, is whether the exchange ratio — you’ve heard about this during the testimony — whether the exchange ratio, the additional consideration to Class B shareholders, arid the $90 million pre-merger dividend to Acadia shareholders were fair to the Class A shareholders.”
2 later decisions quote this exact passage“When shareholders challenge actions by a board of directors, generally one of three standards of judicial review is applied: the traditional business judgment rule, an intermediate standard of enhanced judicial scrutiny, or the entire fairness analysis.”
2 later decisions quote this exact passage
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.