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.