Smith v. Van Gorkom/Dissent Christie

by Andrew D. Christie

CHRISTIE, Justice, dissenting:

I respectfully dissent.

Considering the standard and scope of our review under Levitt v. Bouvier, Del. Supr., 287 A.2d 671, 673 (1972), I believe that the record taken as a whole supports a conclusion that the actions of the defendants are protected by the business judgment rule. Aronson v. Lewis, Del. Supr., 473 A.2d 805, 812 (1984); Pogostin v. Rice, Del. Supr., 480 A.2d 619, 627 (1984). I also am satisfied that the record supports a conclusion that the defendants acted with the complete candor required by Lynch v. Vickers Energy Corp., Del. Supr., 383 A.2d 278 (1978). Under the circumstances I would affirm the judgment of the Court of Chancery.