Delaware courts may provide incentive for boards to have independent directors but they are not about to actually let them run the company. In a series of recent cases, the Delaware courts have gone out of their way to limit the authority of these directors. In Schoon, the Supreme Court refused to allow a single independent director to bring a derivative suit. In Fogel, nicely discussed below by JP Thibeault, the court overturned a decision by the three independent directors of the board when they met for a scheduled meeting and fired the CEO. The court concluded that in fact no meeting had actually occurred. Alternatively, independent directors acted in a deceptive manner in not notifying the CEO in advance of the intent to dismiss him.
Suffice it to say that when independent directors act against a CEO, the pro-management bias of the Delaware courts will surface.