Rodriguez v. Loudeye Corp.

¶1 Shareholders of Loudeye Corp., a Delaware corporation, appeal the trial court’s order dismissing their complaint against Loudeye directors alleging breach of their fiduciary duties in conducting a merger with Nokia Corp. The shareholders assert the trial court improperly considered an exculpatory provision in Loudeye’s charter *715that bars any claims for damages against its directors for breach of the duty of due care and that the complaint sufficiently alleges that the directors breached their fiduciary duties of care, loyalty, and good faith. But Delaware law permits a trial court to…