Document: Binks v., Inc., C.A. No. 2823-VCN (Del. Ch. Apr. 29, 2010)

This case explores several fundamental concepts of Delaware corporate law, including the business judgment rule and the applicability of Revlon duties in the context of a determination by an independent and well-advised board of directors to borrow funds in lieu of filing for bankruptcy.  Although it did not reach the issue of whether the board had Revlon duties, the Court cited the board’s independence, good faith conduct and use of competent advisors in concluding that any such obligations were fully satisfied.  After addressing the Revlon issue and concluding that the board was entitled to the presumptions of the business judgment rule, the defendants’ motion to dismiss was granted based on the Court’s finding that the board’s decision was attributable to a rational business purpose.