The Delaware Court of Chancery has rejected a challenge to Brookfield Asset Management Inc.'s role in its $2.8 billion acquisition of Rouse Properties, finding that plaintiffs had failed to show that Rouse's largest investor had driven the deal in its favor.

Vice Chancellor Joseph R. Slights III on March 9 said that Brookfield, which owned more than 33 percent of Rouse's stock, did not control 2016 merger talks that resulted in shareholders approving Brookfield's $18.25 per share offer to buy Rouse, which is a New York-based mall owner.

The 2016 class action, filed by two former Rouse investors, argued that Brookfield had “historically dominated” the firm and used its influence and “inside knowledge” to orchestrate an underpriced takeover bid at a time when Rouse's stock dipped near a four-year low in early 2016.

Attorneys for the class also contested a committee approval process that, they said, was tainted by conflicts and boxed out other potential buyers.

The suit, alleging breaches of fiduciary duty by Brookfield, asked Slights to eschew Delaware's director-friendly business judgment rule in favor of the entire-fairness standard.

“The Brookfield parties are attempting to squeeze out the company's public stockholders at an unfair price and pursuant to an unfair process. We believe Brookfield is a controlling stockholder, and thus the proposed transaction is subject to entire fairness review,” the plaintiffs wrote in a 47-page complaint.

But Slights, ruling on Brookfield's motion to dismiss the case, found that the company never owed any fiduciary duties to Rouse as a minority blockholder, and the “overwhelming” stockholder vote in support of the merger had been fully informed and uncoerced, earning the deal business-judgment protections under the state Supreme Court's Corwin decision.

In his ruling, Slights noted that it was “rare” for the court to infer that a stockholder with less than a 50 percent ownership stake was actually a controller, and he panned the argument that Brookfield's “presence” as a bidder had revealed its status as a controlling stockholder.

“If 'presence' alone were enough to infer that a minority blockholder was a controller, then that inference would follow every blockholder who sought to acquire the corporation in which he holds shares, even if he, in fact, did not otherwise attempt to influence the board or interfere with other potential bids,” Slights wrote. “That is not our law.”

Attorneys for the plaintiffs did not immediately respond to calls Tuesday seeking comment on the decision.

An attorney for Rouse was not immediately available to comment.

Slights also dismissed claims for breaches of fiduciary duty against certain Rouse executives, as well as aiding and abetting claims against Rouse management.

The case was captioned In re Rouse Properties Fiduciary Litigation.

The plaintiffs were represented by Jason M. Leviton and Bradley Vettraino of Block & Leviton in Boston and Stuart M. Grant, Cynthia A. Calder, Nathan A. Cook and Michael T. Manuel of Grant & Eisenhofer.

Brookfield was represented by John A. Neuwirth, Seth Goodchild, Evert J. Christensen Jr. and Matthew S. Connors of Weil, Gotshal & Manges and Kevin G. Abrams, Daniel R. Ciarrocki and Matthew L. Miller of Abrams & Bayliss.