Dividing merger transaction into substantial pre-closing dividend and meager "per share merger consideration" did not frustrate stockholders' appraisal rights since dividend legally constituted merger consideration.

Antitrust claims arising from alleged reverse payment agreements were timely under the statute of limitations where each alleged supracompetitive sale constituted a discrete act that started the limitations period for that sale.

Court affirmed validity of stockholder consent where evidence was insufficient to establish that purported equity issuances were valid and therefore diluted the ownership interest of the stockholders voting in favor of the consent.

Non-exculpated fiduciary duty claims against directors survived dismissal where plaintiff pled sufficient facts to support inference that directors were financially and professionally aligned with activist investor/director who allegedly profited off insider information to the detriment of public shareholders.

Although one defendant lacked standing to assert breach of contract claims where it was not a party or intended third-party beneficiary of the contract as it did not exist at the time of contract formation, the district court could exercise its discretion to retain supplemental jurisdiction over remaining state law claims after having dismissed all federal claims.

The court held that AT&T failed to prove that the freeze-out of minority partners was entirely fair because it did not follow a fair process and did not employ procedural protections to ensure fairness to the minority partners.

The court found that plaintiffs' breach of fiduciary duty claim was a direct claim and not a derivative claim.