Breach of fiduciary duty claims failed where plaintiffs failed to allege facts demonstrating that defendants took actions that were to the company's detriment or that interfered with the board's special committee's negotiations for a self-tender.

Class Actions Are Consolidated; Actions Arose From Bank's Purchase, Have Common Issues

Court reversed dismissal of action challenging corporate acquisition where proxy statement failed to disclose advisors' conflicts of interest and erroneously described the advisors' roles in the transaction.

Court granted special litigation committee's motion to dismiss derivative action where members were sufficiently independent and disinterested and conducted a seven-month-long investigation that uncovered sufficient evidence to support the decision to move to dismiss.

Chancery court erred in reviewing squeeze-out merger under business judgment review where proxy statement failed to disclose potential conflicts of interest of the special committee's financial and legal advisors.

Plaintiff failed to plead demand futility due to the lack of directors' personal liability for oversight and corporate waste claims, as the failure to implement a formal policy governing executives' personal use of corporate aircraft did not, by itself, amount to bad faith, and any financial loss from personal use constituted a fraction of a percentage of the company's expenses and profits.