In Re Primedia Inc. Derivative Litigation

OPINION

LAMB, Vice Chancellor.

In this stockholder derivative suit, the plaintiffs challenge the propriety of a series of preferred stock redemptions undertaken by the defendant corporation at the behest of an allegedly controlling stockholder. These transactions allegedly constituted breaches of the fiduciary duty of loyalty owed by the controlling stockholder and each member of the board of directors.

According to the complaint, the controlling stockholder, through an investment vehicle that it managed and held an equity interest in, purchased large amounts of the corporation’s outstanding…