Chen v. Howard-Anderson

*653OPINION

LASTER, Vice Chancellor.

In September 2010, Occam Networks, Inc. (“Occam” or the “Company”) announced an agreement and plan of merger with Calix, Inc. (the “Merger Agreement”). The Merger Agreement called for Calix to acquire Occam through a merger in which each share of Occam common stock would be converted into the right to receive 0.2925 shares of Calix common stock and $3.83 in cash (the “Merger”). The Merger closed in February 2011. The plaintiffs contend that the defendants breached their fiduciary duties by (i) making decisions during Occam’s sale process that fell outside the…