[5] Defendant Jerome W. Van Gorkom, who was TransUnion's chairman and CEO, chose a proposed price of $55 without consultation with outside financial experts.

The Court stated, The rule itself "is a presumption that in making a business decision, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company."

McNeilly hotly dissented, calling the majority's opinion a "comedy of errors," and saying it "reads like an advocate's closing address to a hostile jury.

Particularly, McNeilly argues the facts show the board made an informed decision: I have no quarrel with the majority's analysis of the business judgment rule.

This permits Delaware companies (with shareholder approval) to adopt charter amendments that exculpate directors from personal liability for breaches of the duty of care.

All references in this paragraph to a director shall also be deemed to refer (x) to a member of the governing body of a corporation which is not authorized to issue capital stock, and (y) to such other person or persons, if any, who, pursuant to a provision of the certificate of incorporation in accordance with § 141(a) of this title, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this title.The vast majority of Delaware corporations now have a 102(b)(7) provision in their certificate of incorporation.

[5] Ultimately, the main significance of the Trans Union case is that fairness opinions, typically provided by investment banks, are effectively now a legal requirement of any public company merger.

"[8] This criticism stems in part from the fact that the court made independent directors potentially liable for millions of dollars in damages for selling a company for approximately a 60% premium to its market value.