Court granted special litigation committee's motion to dismiss derivative action where members were sufficiently independent and disinterested and conducted a seven-month-long investigation that uncovered sufficient evidence to support the decision to move to dismiss.

Chancery court erred in reviewing squeeze-out merger under business judgment review where proxy statement failed to disclose potential conflicts of interest of the special committee's financial and legal advisors.

Plaintiff failed to plead demand futility due to the lack of directors' personal liability for oversight and corporate waste claims, as the failure to implement a formal policy governing executives' personal use of corporate aircraft did not, by itself, amount to bad faith, and any financial loss from personal use constituted a fraction of a percentage of the company's expenses and profits.

Court granted the application of a plaintiff team to lead a consolidated derivative action where counsel had organized the stronger litigation team and the selected plaintiffs consistent of public agencies/officials with extensive financial experience.

Court dismissed derivative complaint where single-member special litigation committee conducted adequate review of the worthiness of the litigation and its conclusions were sufficiently supported by evidence, and there was an insufficient basis to question the single member's independence from other board members potentially facing liability.

Although controlling stockholder breached fiduciary duties by using his position to cause company to release an indemnification claim, the minority stockholders were only entitled to nominal damages due to significant obstacles to enforcing the claim which resulted in the release consideration being worth more than the company likely would have recovered attempting to enforce the claim.