In re Morton's Restaurant Group, Inc. Shareholders Litigation

OPINION

STRINE, Chancellor.

I. Introduction

After receiving substantial discovery, both before and after abandoning an attempt to enjoin a tender offer and second-step merger between a corporation and an arm’s-length purchaser, the plaintiffs in this case filed a second amended complaint (the “Complaint”).1 The defendants have moved to dismiss the Complaint. The key facts pertinent to the pending motion are drawn, as they must be, from the Complaint and the documents it incorporates.2 In connection with the transaction, the plaintiffs have received substantial discovery, including depositions…