A company's directors failed to adequately address problems identified by federal regulators, but their conduct did not amount to bad faith.

Stockholders could file inspection demand after asserting credible circumstantial evidence that corporate directors and managers had engaged in wrongdoing.

Plaintiffs adequately stated claims for breach of fiduciary duty as to the controller and general partner of two limited partnerships.

Court declined to dismiss fraud claim arising from corporate acquisition where defendants allegedly affirmatively concealed information demonstrating the material falsity of their representations, rendering plaintiffs' claim timely under the doctrine of tolling, and where defendants had caused damage by concealing the financial distress of the company.

Securities fraud claim dismissed pursuant to the statute of limitations, where court applied Delaware's shorter limitations period, where plaintiff was not forced to file in Delaware pursuant to an agreed-upon forum selection clause.

Derivative fraud and unjust enrichment claims dismissed as duplicative of plaintiffs' direct claims for breach of fiduciary duties and conversion.

Plaintiffs alleged sufficient facts to support a reasonable inference that certain defendants participated in a breach of fiduciary duty, so the entire fairness standard applied. The court dismissed the remainder of plaintiffs' claims.

Complaint challenging self-tender offer not denied where subject to entire fairness review because inadequate disclosures and structure of offer rendered it coercive and where directors obtained personal benefits from the self-tender.

Plaintiffs failed to adequately allege the existence of a control group in this breach of fiduciary duty matter, so the chancery court properly dismissed the complaint. Affirmed.

The court dismissed this qui tam action involving an allegedly fraudulent scheme for depriving the state of money it was enti-tled to from unused gift cards.