Public policy factors warranted the transfer of this case to a federal district court in another state, even though two of the parties' agreements contained mandatory forum selection clauses in favor of Delaware.

Insurers' defense of uninsurability failed as a matter of law, because Delaware law did not prohibit insur-ance policies for restitution or disgorgement.

Neither collateral estoppel nor the doctrine of stare decisis precluded plaintiffs' claims.

Delaware public policy did not make fraudulent conduct by corporate directors and officers uninsurable, and a policy exclusion did not apply.