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ESPINOZA v. ZUCKERBERG

C.A. No. 9745-CB

124 A.3d 47 (2015)

Ernesto ESPINOZA, derivatively on behalf of Facebook, Inc., Plaintiff, v. Mark ZUCKERBERG, Sheryl K. Sandberg, Donald E. Graham, Peter A. Thiel, Marc L. Andreessen, Reed Hastings, Erskine B. Bowles, and Susan D. Desmond-Hellmann, Defendants, and Facebook, Inc., a Delaware corporation, Nominal Defendant.

Court of Chancery of Delaware.

Decided: October 28, 2015

Attorney(s) appearing for the Case

Kathaleen St. J. McCormick and Nicholas J. Rohrer of Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware; Brian J. Robbins , Felipe J. Arroyo and Jenny L. Dixon of Robbins Arroyo LLP, San Diego, California; Attorneys for Plaintiff.

David E. Ross and S. Michael Sirkin of Ross Aronstam & Moritz LLP, Wilmington, Delaware; Attorneys for Defendants and Nominal Defendant.

OPINION

This case presents a question of first impression: Can a disinterested controlling stockholder ratify a transaction approved by an interested board of directors, so as to shift the standard of review from entire fairness to the business judgment presumption, by expressing assent to the transaction informally without...

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