In re Oracle Corp. Derivative Litigation

Hector Garcia-Molina and Joseph Grundfest, both Stanford professors and members of the board, were appointed to the SLC.

Ellison, at the time, was very wealthy and was publicly considering extremely large contributions to Stanford when Molina and Grundfest were added to the board.

The Delaware Court held that the derivative claim, based on insider trading, against Oracle Corp CEO Larry Ellison could proceed.

The question of independence, "turns on whether a director is, for any substantial reason, incapable of making a decision with only the best interests of the corporation in mind.

I conclude that the SLC has not met its burden to show the absence of a material factual question about its independence.