Significant factual disputes precluded summary judgment in this case involving end user licensing agreements for plaintiffs' software products.

Business judgment review at the pleadings stage denied where minority stockholders were not informed that controller standing on both sides of cash-out merger transaction had also participated in an arbitration that would affect the value assets that made up a critical component of the company's overall value, thereby supporting an inference that the stockholder approval was uninformed.

The court granted defendants' motions to dismiss plaintiff's breach of fiduciary duty claims, because plaintiff did not establish any improper conduct in connection with a merger.

The business judgment standard applied because defendant was not a controlling stockholder and an over-whelming majority of the stockholders approved this merger transaction in an informed and uncoerced vote.

The court granted summary judgment in favor of insureds because they had an indemnity claim under the plain language of the policies.

CEO held personal interest in proposed acquisition transaction that he was not entitled to exculpation for, and company's financial advisor and winning bidder aided and abetted breaches of fiduciary duties by exchanging information regarding the company's bidding process.