Court denied motion to compel discovery to the extent that discovery requests sought documents irrelevant to the case or communications protected by attorney-client privilege.

Court declined to dismiss non-exculpated fiduciary claims where defendants had a clear conflict of interest between continuing to operate the company or sell it and receive a valuable termination payment.

No action clause in D&O insurance policy was enforceable and precluded insured from filing legal action against the insurer until the insured's financial obligations were fixed in an underlying litigation.

Chancery court erroneously applied business judgment rule to review transaction where controlling stockholder stood on both sides and received a non-ratable benefit where not all members of the company's separation committee were independent from the controller.

Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.

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.

Reasoning that under the plain language of 8 Del. C. § 145 a director or officer may recover for fees incurred by a wholly owned entity, the court held that plaintiff was entitled to indemnification for breach of contract claims brought against an entity owned by him as well as for counterclaims brought by him and the entity.