The business judgment standard applied because defendant was not a controlling stockholder and an over-whelming majority of the stockholders approved this merger transaction in an informed and uncoerced vote.

The court granted summary judgment in favor of insureds because they had an indemnity claim under the plain language of the policies.

CEO held personal interest in proposed acquisition transaction that he was not entitled to exculpation for, and company's financial advisor and winning bidder aided and abetted breaches of fiduciary duties by exchanging information regarding the company's bidding process.

Defendant was judicially estopped from asserting a position that was inconsistent with one taken in prior litigation.

A company's directors failed to adequately address problems identified by federal regulators, but their conduct did not amount to bad faith.

Stockholders could file inspection demand after asserting credible circumstantial evidence that corporate directors and managers had engaged in wrongdoing.

Plaintiffs adequately stated claims for breach of fiduciary duty as to the controller and general partner of two limited partnerships.

Court declined to dismiss fraud claim arising from corporate acquisition where defendants allegedly affirmatively concealed information demonstrating the material falsity of their representations, rendering plaintiffs' claim timely under the doctrine of tolling, and where defendants had caused damage by concealing the financial distress of the company.