Alleged omissions of information regarding company value were insufficient to render stockholder vote uninformed, thereby validating a single-bidder transaction.

Non-exculpated fiduciary duty claims against directors survived dismissal where plaintiff pled sufficient facts to support inference that directors were financially and professionally aligned with activist investor/director who allegedly profited off insider information to the detriment of public shareholders.

Stay Granted in Securities Fraud Action as Identical Southern District Court Case Proceeds

The court held that appraisal petitioners should not be allowed to obtain full discovery in this appraisal proceeding because it was commenced for the purpose of conducting pre-suit investigation for evidence of breach of fiduciary duty.

Court Discusses Fairness of Settlement Between Parties to Securities Class Action

Class Suits Against Sports Gaming Firm Consolidated; Lead Plaintiff, Counsel Appointed

Claim of breach of fiduciary duty by CEO with conflict of interest in merger transaction failed where there was no allegation that the independent board was unreasonable in its oversight activities during the negotiation process or that CEO acted to undermine the board's authority.

Post-closing fiduciary claims against directors failed where none of the alleged omissions from the board's disclosure statement to stockholders rendered the statement deficient, such that the approval of the transaction by a majority of informed, uncoerced stockholders relieved the directors from any liability for fiduciary claims arising from the sale of the company.

The court granted motions to dismiss as to two defendants in this breach of fiduciary duty matter, but it de-nied another defendant's motion because that party was not independent and had actively participated in the negotiation of the challenged transaction.