Court held buyer equally liable for seller's officers' breaches of fiduciary duties where buyer's culpability arose from its breaches of its contractual obligations under a standstill agreement with the seller.

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.

Class Actions Are Consolidated; Actions Arose From Bank's Purchase, Have Common Issues

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.

Court granted special litigation committee's motion to dismiss derivative action where members were sufficiently independent and disinterested and conducted a seven-month-long investigation that uncovered sufficient evidence to support the decision to move to dismiss.

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.