In re Oracle Corporation Derivative Litigation

Summary

The Supreme Court of Delaware affirmed judgment for the defendants in the derivative litigation arising from Oracle’s acquisition of NetSuite. It held that the special litigation committee’s work-product materials were properly withheld, that business judgment review applied because Lawrence Ellison lacked general or transaction-specific control, and that the plaintiffs failed to prove any material nondisclosure or disloyal conduct. The Court also held that heightened review does not require a separate multi-factor fraud-on-the-board test, but instead turns on the fiduciary’s duty of loyalty and good-faith candor to the board.