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.

Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.

Superior court erred in finding fraudulent transfer claims filed by a bankruptcy litigation trust to be derivative and falling under the definition of a "securities" claim in a corporate insurance policy where such claims only benefitted creditors rather than the company and thus were direct in nature.

Chancery court erred in adopting West Virginia court's factual findings through judicial notice where such facts were disputed by the parties to the present action.