Smith v Van Gorkom

Facts
CEO of Trans Union (VG) looking to retire
TU has unused tax losses ("net operating losses") that could be very valuable for future tax purposes
(Note that otherwise TU is losing a lot of money)
VG approaches Pritzker as potential buyer for TU
TU stock trading at $35; VG arranges sale to P for $55/share, including 'lock up' guarantee that P can buy 1m shares at $38 (that is, if someone else free-rides on Pritzker's due diligence and buys for nominally more than $55, Pritzker gets the value of $55+delta-$38/share *1m shares)
VG calls special board meeting to get approval, giving board a 20 min oral presentation but doesn't provide any written stuides in support
Lawyer advises the board that not accepting could open them up to liability (that is, they refused selling the company in order to keep their jobs, thus possibly breaching a duty of loyalty)
Board approves after 2-hour meeting, subject to 90 day open market test
Shareholders vote overwhelmingly in favor of the sale
TU shareholder sues claiming the Board was uninformed