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.