Chancery court erroneously applied business judgment rule to review transaction where controlling stockholder stood on both sides and received a non-ratable benefit where not all members of the company's separation committee were independent from the controller.

Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.

Chancery court erred in adopting West Virginia court's factual findings through judicial notice where such facts were disputed by the parties to the present action.

Stockholder lacked standing to enforce merger agreement, and the agreement did not confer stockholders with third-party beneficiary status to pursue lost-premium damages while the target company pursued specific performance of the merger.

Claim reserves and underwriting exclusions to professional liability insurance policy did not apply to underlying lawsuits by long-term care insurance policyholders alleging misrepresentations in the marketing and sale arising from the failure to disclose planned or expected premium increases.

Reasoning that under the plain language of 8 Del. C. § 145 a director or officer may recover for fees incurred by a wholly owned entity, the court held that plaintiff was entitled to indemnification for breach of contract claims brought against an entity owned by him as well as for counterclaims brought by him and the entity.

Chancery court correctly disregarded corporate charter provision deeming board action "conclusive and binding" where the provision had the effect of exculpating directors from liability for breaching their duty of loyalty to the corporation.

Chancery court correctly found acquisition of company partially owned by controlling stockholder was entirely fair where stockholder recused himself from shareholder vote, the board operated independently, and evidence demonstrated that the acquired company had value from long-term cash flows and was not worthless due to being insolvent.

Court denied relief from dismissal of action, after a state court found defendant directors and officers had not violated the law, where newly-filed DOJ complaint against the company remained unsubstantiated and did not contain allegations against defendants specifically.

Qui tam relator's counsel's failure to set up ethical screens or disclose his knowledge of defendant's attorney-client materials requires disqualification and shifting of costs onto counsel.