Breach of fiduciary duty claims failed where plaintiffs failed to allege facts demonstrating that defendants took actions that were to the company's detriment or that interfered with the board's special committee's negotiations for a self-tender.

Court reversed dismissal of action challenging corporate acquisition where proxy statement failed to disclose advisors' conflicts of interest and erroneously described the advisors' roles in the transaction.

Chancery court erred in reviewing squeeze-out merger under business judgment review where proxy statement failed to disclose potential conflicts of interest of the special committee's financial and legal advisors.

Plaintiff failed to plead demand futility due to the lack of directors' personal liability for oversight and corporate waste claims, as the failure to implement a formal policy governing executives' personal use of corporate aircraft did not, by itself, amount to bad faith, and any financial loss from personal use constituted a fraction of a percentage of the company's expenses and profits.

Court granted the application of a plaintiff team to lead a consolidated derivative action where counsel had organized the stronger litigation team and the selected plaintiffs consistent of public agencies/officials with extensive financial experience.

Court dismissed derivative complaint where single-member special litigation committee conducted adequate review of the worthiness of the litigation and its conclusions were sufficiently supported by evidence, and there was an insufficient basis to question the single member's independence from other board members potentially facing liability.