In Re Cysive, Inc. Shareholders Litigation

OPINION

STRINE, Vice Chancellor:

This post-trial opinion addresses stockholder-plaintiffs’ challenge to a management buy-out proposed by defendant Nelson Carbonell, the Chairman, Chief Executive Officer, director, and largest stockholder of Cysive, Inc., a small capitalization technology company whose shares trade on the NASDAQ.

After going public and enjoying some early success as a provider of technology consulting and software applications services, Cysive’s business suffered in the decline in the technology market that occurred at the beginning of the new century. To address that problem,…