How to Brief a Corporations Case

In Torts or Contracts, the rule and the outcome usually track each other: state the elements, apply them, done. In Corporations, the court almost never asks "did the directors breach a duty?" as a free-standing question. It asks which lens to look through. Under the business judgment rule the board wins on the pleadings; under entire fairness the defendants bear the burden of proving fair dealing and fair price and usually survive to trial at best. The doctrinal work happens at the front end.

So your brief needs two lines a 1L brief doesn't have. First: what standard of review did the court apply, and why? Second: who bore the burden of proof, and did it shift? Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985), is not really a case about the Trans Union merger price; it is a case about when a plaintiff rebuts the business judgment rule's presumption by showing gross negligence in the board's process, thereby shifting the burden to the directors to prove entire fairness.

Also note that corporate law is overwhelmingly Delaware law, with the Model Business Corporation Act as the main alternative in your casebook. Flag in your brief when a case is applying non-Delaware law (Francis v. United Jersey Bank, 432 A.2d 814 (N.J. 1981); Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919)) so you don't blend inconsistent rules on the exam.

Cut the narrative and keep the structural facts. Corporate opinions are long because they recite deal mechanics; you need only the facts that drive the standard of review. Write the fact section as a short list of relationships and features, not a story.

Posture controls the inference standard, and in corporate litigation the posture is often the holding. A dismissal under Federal Rule of Civil Procedure 23.1 or Delaware Chancery Rule 23.1 for failure to plead demand futility is a very different animal from a post-trial judgment on entire fairness. Write the posture in one sentence: "Appeal from dismissal of a derivative complaint under Rule 23.1 for failure to plead demand futility with particularity."

Common postures worth naming precisely: motion to dismiss under 23.1 (demand futility, particularized pleading); motion to dismiss under 12(b)(6) (Caremark oversight claims usually die here); preliminary injunction against a deal (Revlon and Unocal cases, where the plaintiff must show likelihood of success); post-trial adjudication of entire fairness (Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983)); statutory appraisal; and a books-and-records action under DGCL § 220, which is a tool, not a merits ruling.

If the case is a securities case in your Corporations course, the posture is usually a Rule 12(b)(6) motion measured against Rule 10b-5, 17 C.F.R. § 240.10b-5, and the heightened pleading standards. Note whether the court is deciding materiality, reliance (Basic Inc. v. Levinson, 485 U.S. 224 (1988)), or scienter, and keep those elements separate.

Replace "Did the directors breach their fiduciary duty of loyalty?" with "When a controlling stockholder takes the company private, does the business judgment rule apply if the deal is conditioned from the outset on both an independent special committee and an informed majority-of-the-minority vote?" That is Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), and the framing tells you exactly what the case adds to your outline.

Then place the case on the ladder. Your brief should say where the court landed and what triggered that placement.

Keep the trigger fact explicit. Enhanced scrutiny under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), exists because the board is defending against a threat while entrenchment is possible; Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), duties attach when the company is being broken up or control is changing hands for cash, as elaborated in Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34 (Del. 1994), and cabined in Paramount Communications, Inc. v. Time Inc., 571 A.2d 1140 (Del. 1989).

Give derivative mechanics their own block in the brief, because courts resolve them before touching the merits. First, is the claim direct or derivative? Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031 (Del. 2004), asks who suffered the harm and who would receive the recovery. Second, if derivative, was demand made or excused?

Delaware's demand-futility analysis was historically split between Aronson v. Lewis, 473 A.2d 805 (Del. 1984), for challenges to a board decision and Rales v. Blasband, 634 A.2d 927 (Del. 1993), where the board never made a decision. United Food & Commercial Workers Union & Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg, 262 A.3d 1034 (Del. 2021), consolidated them into a universal three-part, director-by-director test asking whether at least half the board received a material benefit, faces a substantial likelihood of liability, or lacks independence from someone who does. If your casebook predates that case, note the shift in the margin of your brief.

For oversight claims, brief In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), together with Stone v. Ritter, 911 A.2d 362 (Del. 2006), which located oversight failure within the duty of loyalty as bad faith, and Marchand v. Barnhill, 212 A.3d 805 (Del. 2019), for what a mission-critical monitoring failure looks like.

Use these eight headings. Aim for one page.

Applied to Unocal: parties are the target board and a hostile bidder; posture is an appeal from a preliminary injunction against a selective self-tender; issue is what standard governs board defensive measures; holding is that the board must first show reasonable grounds to believe a danger to corporate policy existed and that the response was reasonable in relation to the threat, after which the business judgment rule applies; the burden-shift line is the whole case. Two lines of your own analysis: the test invites courts to evaluate substance while claiming deference, and Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985), immediately used it to bless the poison pill.

Cite Delaware statutes as Del. Code Ann. tit. 8, § 141(a) in a formal document, but DGCL § 141(a) is fine in your own brief. Cite the Model Act as Model Bus. Corp. Act § 8.30. Note that Delaware amended DGCL §§ 144 and 220 in 2025 to add safe harbors for interested-director and controller transactions and to narrow books-and-records demands; if your casebook is older, check whether your professor is teaching the amended framework.

The recurring error is briefing corporate cases as morality plays. Courts routinely find that directors behaved poorly and still rule for them, or find no bad motive and still apply entire fairness. Track the doctrine, not the villain.

Watch for these specific traps.