American University Business Law Review Volume 2 | Issue 2 Article 2 2013 Reliance on Experts from a Corporate Law Perspective Alexandros N. Rokas Follow this and additional works at: http://digitalcommons.wcl.american.edu/aublr Part of the Law Commons Recommended Citation Rokas, Alexandros N. "Reliance on Experts from a Corporate Law Perspective." American University Business Law Review 2, no. 2 (2013): 323-352. American University Business Law Review 2, no. 2 (2013): This Article is brought to you for free and open access by the Washington College of Law Journals & Law Reviews at Digital Commons @ American University Washington College of Law. It has been accepted for inclusion in American University Business Law Review by an authorized administrator of Digital Commons @ American University Washington College of Law. For more information, please contact
[email protected]. RELIANCE ON EXPERTS FROM A CORPORATE LAW PERSPECTIVE ALEXANDROS N. ROKAS* In discharging their duty of care, directors of corporations are not expected to independently investigate all parameters affecting a decision they are about to make. In fact, statutory provisions encourage or sometimes require directors to seek the advice of experts, such as auditors, lawyers, investment bankers, and tax specialists. In this Article, emphasis is placed on Section 141(e) of the Delaware General Corporation Law, according to which directors are entitled to rely on the advice of such experts as long as they believe that the advice was within the expert's professional competence, the expert was selected with reasonablecare, and reliance is in good faith. Apart from systematizing the elements of this rule, as they were interpreted by a significant number of court decisions, this Article sheds light on the interaction of the reliance defense with basic concepts of Delaware corporate law, mainly the businessjudgment rule, as well as good faith, after Caremark.