Law School Case Briefs
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Leal v. Meeks
Supreme Court of Delaware (2015) | 115 A.3d 1173
TL;DR: The court held that plaintiffs must plead non-exculpated claims against independent directors protected by an exculpatory charter provision to survive dismissal, even if the underlying transaction is subject to entire fairness review.
Legal Significance: This case clarifies that Section 102(b)(7) exculpatory provisions protect independent directors at the pleading stage unless plaintiffs allege specific facts supporting a non-exculpated breach, regardless of the entire fairness standard applying to the transaction.