Court declined to award a substantial success fee to stockholders who obtained supplemental disclosures to merger proxy where the disclosures did not remove an impediment to the stockholders' vote, but the disclosures provided a meaningful corporate benefit by informing stockholders about the transaction committee's affiliations with a controlling stockholder sitting on both sides of the merger transaction.

Breach of fiduciary duty claim was untimely under statute of limitations where plaintiff was on inquiry notice of his claim no later than his receipt of an IRS audit notice investigating transactions involving defendant.

Chancery court's determination that counterparty did not breach merger agreement was supported by record evidence demonstrating that company continued to use best efforts to consummate the merger, entitling it to reimbursement of a prior termination fee and precluding liability for a breakup fee.

Defendants could remove case under federal officer removal statute by alleging that it had acquired the right to use plaintiff's intellectual property via federal government contracts after the government allegedly obtained "unlimited right" to the intellectual property.

Noting that a contracting party is obligated to read any contract it signs including any documents incorporated by reference, the court denied defendant relief because it could have discovered the challenged loan terms by exercising ordinary care.