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.

Court declined to dismiss trade secret claims where the parties' contracts could be reasonably interpreted to impose a duty of confidentiality upon defendant to protect plaintiff's disclosed proprietary technology.

Buyers in corporate acquisition adequately pled fraud claims where acquisition agreement expressly stated that seller had not changed its accounting practices even though seller's owners expressly accelerated the collection of accounts receivable, which made attached financials inaccurate.