Should Courts Do Behavioral Analysis of Boardroom Conduct?

A stunning collapse of judgment by a board of directors of able professionals in an acquisition led a Vice Chancellor of the Delaware Chancery Court to expound on "cognitive bias" in group decisions. At issue is whether modern behavioral analysis of group decision making should be part of a court's analysis of the fiduciary duty of a board of directors. The author, after consideration, rejects a robust application of behavioral analysis in court evaluations but does support a limited role for the reasoning