id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
cblr-3019	Chandler III, William B.	Hostile M&A and the Poison Pill in Japan: A Judicial Perspective	2004	22	.pdf	application/pdf	7148	279	52	0 On the other hand, if the board or management was accused of acting in a self- interested manner, that is, disloyally, Delaware's courts applied a much more stringent entire fairness standard of review.31 Under this more exacting fairness review, directors and managers have the burden of demonstrating that their actions or decisions were entirely fair both to the corporation and to its stockholders.32 Those arguing for directorial 3' This standard has been articulated as follows: The business judgment rule is an acknowledgement of the managerial prerogatives of Delaware directors under Section 141(a). Moreover, the United States Supreme Court had essentially sidelined federal judges and state legislatures with respect to such corporate governance matters.22 Almost by default, state courts were left to fill this void and create dependable ground rules governing when corporate boards and management might employ takeover defenses as measures to deter, thwart, slow down, or even stifle an ever-increasing wave of hostile acquisitions.	cache/cblr-3019.pdf	txt/cblr-3019.txt