Krasner v. Moffett

VEASEY, Chief Justice:

In this appeal, we address the question whether a stockholder class action can be dismissed under Chancery Rule 12(b)(6) where the complaint adequately alleges that a majority of the directors recommending a merger to the stockholders had disabling conflicts of interest. The Court of Chancery determined that the complaint alleges facts sufficient to infer that five of the seven directors on the board were interested in the merger. The merger had been negotiated and recommended by a special committee of the two arguably independent directors who voted with the full board…