In In re Orbit/FR Shareholders Litigation, C.A. No. 2018-0340-SG, 2023 WL 371640 (Del. Ch. Jan. 24, 2023), Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director’s loyalty in approving a cash only freeze-out merger. Although a personal relationship between a conflicted party and a fiduciary may call into question the loyalty of the fiduciary, the Vice Chancellor found that the allegations were insufficient in this case.

The case concerned a class action filed on behalf of minority stockholders challenging the fairness of the merger between Orbit/FR, Inc. (Orbit) and its controller Microwave Vision, S.A. (Micro). The lead plaintiff was AB Value Partners, L.P. (Partners), a long-term stockholder of Orbit. Vice Chancellor Glasscock’s memorandum opinion addressed a motion to dismiss the amended complaint filed by one of the director defendants, Douglas Merrill (Merrill).