In re Synthes, Inc. Shareholder Litigation

OPINION

STRINE, Chancellor.

I. Introduction

On this motion to dismiss, plaintiff stockholders argue that they have stated a claim for breach of fiduciary duty because a controlling stockholder refused to consider an acquisition offer that would have cashed out all the minority stockholders of the defendant Synthes, Inc., but required the controlling stockholder to remain as an investor in Synthes. Instead, the controlling stockholder worked with the other directors of Synthes and, after affording a consortium of private equity buyers a chance to make an all-cash, all-shares offer, ultimately…