Court denied confidentiality of litigation record motion where parties could not rely on a contractual provision to demand confidentiality and movant failed to overcome the presumption in favor of public access.

Breach of fiduciary duty claims failed where plaintiffs failed to allege facts demonstrating that defendants took actions that were to the company's detriment or that interfered with the board's special committee's negotiations for a self-tender.

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.