Tegra Corp. v. Boeshart

Summary

The court held that appellate review of a district court’s determination under § 21-168(e) is de novo on the record, while courts must defer to the special litigation committee’s ultimate business judgment. It further held that the special litigation committee failed to establish that it investigated and recommended disposition of the derivative claims with reasonable care because it did not adequately investigate the allegations, apply the governing law, conduct a meaningful cost-benefit analysis, or independently decide the claims. The court therefore affirmed dismissal of Tegra’s individual claims but reversed dismissal of the derivative claims and remanded for further proceedings.