Orman v. Cullman’s Empirical Analysis

Citation profile

7 federal appellate · 16 district · 55 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 116 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “[Independence] involves an inquiry into whether the director’s decision resulted from that director being controlled by another. A director can be controlled by another if in fact he is dominated by that other party, whether through close personal or familial relationship or' through force of will. A director can also be controlled by another if the challenged director is beholden to the allegedly controlling entity. A director may be considered beholden to (and thus controlled by) another when the allegedly controlling entity has the unilateral power (whether direct or indirect through control over the other decision makers), to decide whether the challenged director continues to receive a benefit, financial or otherwise, upon which the challenged director is so dependent or is of such subjective material importance to him that the threatened loss of that benefit might create a reason to question whether the controlled director is able to consider the corporate merits of the challenged transaction objectively.”

   3 later decisions quote this exact passage
   e.g. In Re Primedia Inc. Derivative Litigation · Notinger v. Costa (In Re Robotic Vision Systems, Inc.)

2. “(7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director. (i) For any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under § 174 of this title; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this paragraph to a director shall also be deemed to refer to such other person or persons, if any, who, pursuant to a provision of the certificate of incorporation in accordance with § 141(a) of this title, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this title.”

   1 later decision quote this exact passage
   e.g. Pikk v. Pedersen

3. “[A] director personally receives a benefit (or suffers a detriment) as a result of, or from, the challenged transaction which is not generally shared with (or suffered by) the other shareholders of his corporation, and that benefit (or detriment) is of such subjective material significance to that particular director that it is reasonable to question whether that director objectively considered the advisability of the challenged transaction to the corporation and its. shareholders. The second instance is when a director stands on both sides of the challenged transaction.”

   1 later decision quote this exact passage
   e.g. Parsch v. Massey