Court denied judgment on the pleadings for defendants in action to obtain contractual indemnification in business purchase agreement where plaintiffs' interpretation of the scope of the agreement's indemnification provision, including the amount of indemnification, was facially reasonable.

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.

Insurers' subrogation action failed where they failed to identify specific contractual provisions or common law duties of care that were breached by hosting company that suffered a data breach.