Superior court erred in finding fraudulent transfer claims filed by a bankruptcy litigation trust to be derivative and falling under the definition of a "securities" claim in a corporate insurance policy where such claims only benefitted creditors rather than the company and thus were direct in nature.

Chancery court erred in adopting West Virginia court's factual findings through judicial notice where such facts were disputed by the parties to the present action.

Stockholder lacked standing to enforce merger agreement, and the agreement did not confer stockholders with third-party beneficiary status to pursue lost-premium damages while the target company pursued specific performance of the merger.

Claim reserves and underwriting exclusions to professional liability insurance policy did not apply to underlying lawsuits by long-term care insurance policyholders alleging misrepresentations in the marketing and sale arising from the failure to disclose planned or expected premium increases.