discourse norms as a way of enforcing those obligations, does not run afoul of any First Amendment restrictions. Nobody has suggested that Smith v. Van Gorkom, "° which requires directors of Delaware corporations to engage in informed, good-faith discourse about what kind of corporate conduct is in the sh

with a 'critical eye' by acting in an informed and deliberate manner respecting the corporate merits of an issue before the board' (citing Smith v. Van Gorkom. 488 A.2d 858, 872-73 (Del. 1985); Aronson v. Lewis. 473 A 2d 805, 812 (Del. 1984)). Fiduciary standards also govern corporate speech to their share

ersity Law School's Rock Center for Corporate Governance. Id. n107 See supra notes 4-5 and accompanying text. n108 488 A.2d 858 (Del. 1985). In the Van Gorkom case several directors of Trans-Union, Inc., a large publicly traded corporation, were found to have violated their fiduciary obligations to the sha

ersity Law School's Rock Center for Corporate Governance. Id. n107 See supra notes 4-5 and accompanying text. n108 488 A.2d 858 (Del. 1985). In the Van Gorkom case several directors of Trans-Union, Inc., a large publicly traded corporation, were found to have violated their fiduciary obligations to the sha