WLR Foods, Inc. v. Tyson Foods, Inc.

WLR's (plaintiff) board adopted defensive measures against Tyson's (defendant) hostile takeover attempt, which Tyson eventually withdrew, claiming the board's actions had depressed WLR's stock value. In the resulting litigation, Tyson sought discovery of the substantive information WLR's directors relied on in taking their defensive actions, intending to show the directors should have reached a different decision; the district court limited discovery to the directors' decision-making process rather than the substance of their reasoning, and found the board's actions legitimate.

Whether, under the Virginia Business Judgment Statute, a corporate director who did not act as a reasonable person would have under the circumstances will be found to have acted without good faith.