Emerald Partners v. Berlin

WALSH, Justice:

In this appeal from the Court of Chancery, we review the grant of summary judgment in favor of the defendant corporation and its directors, on the ground that the plaintiffs, in their attack on a merger, had not sufficiently pled claims of entire fairness and best price. We conclude that the entire fairness claim was fairly pleaded and is intertwined with disclosure violation claims. Accordingly, we reverse as to the director defendants.

We also conclude that the Court of Chancery correctly ruled that the defendants had been “wrongfully” preliminarily enjoined within the meaning…