Parfi Holding AB v. Mirror Image Internet, Inc.

OPINION

STRINE, Vice Chancellor.

This case involves a challenge by stockholders of Mirror Image Internet, Inc. (“Mirror Image”) to a series of transactions (hereafter defined as the “Challenged Transactions”) that, taken together, enabled defendant Xcelera.com, Inc. (“Xcel-era”) - which became Mirror Image’s controlling stockholder following execution of an “Underwriting Agreement” in 1999 - to secure for itself a large super-majority of the company’s stock and then to sell that stock at the height of the Internet bubble.

That course of action is alleged to have been consummated through breaches…