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.

Court declined to preliminarily enjoin invocation of drag-along rights where the invocation was not inconsistent with the terms of the proposed merger agreement or the minority securityholders' agreements and the minority could obtain monetary relief if the court ultimately found an improper invocation.

Retention holdback agreement breached where reasonable interpretation of definition of qualifying revenue meant that the acquiring company hit the revenue goals to trigger the payout.