Court dismissed derivative complaint for lack of demand futility where board's minor disagreements with regulators over the terms of a consent order did not rise to a willful disregard of the law or failure of oversight to constitute a breach of the duty of loyalty.

Court approved class action settlement on behalf of farmers where most of the settlement funds went to fund community programs for class members, who constituted economically disadvantaged farmers in developing countries.

Corporation's purposeful violation of the express prohibition of setting a retroactive record date for an annual stockholders' meeting warranted invalidating the board election results and reinstating the prior board to hold a new election.

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.

Investor's contractual claims arising from company's acquisition failed where investor failed to adequately plead a frustration of its contractual rights by defendants or the existence of such rights under the parties' agreements.

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.

Court reversed dismissal of action challenging corporate acquisition where proxy statement failed to disclose advisors' conflicts of interest and erroneously described the advisors' roles in the transaction.

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.

Court declined to dismiss trade secret claims where the parties' contracts could be reasonably interpreted to impose a duty of confidentiality upon defendant to protect plaintiff's disclosed proprietary technology.

Buyers in corporate acquisition adequately pled fraud claims where acquisition agreement expressly stated that seller had not changed its accounting practices even though seller's owners expressly accelerated the collection of accounts receivable, which made attached financials inaccurate.