OPINION
JACOBS, Vice Chancellor.
At issue on this Rule 12(b)(6) motion to dismiss is whether a most recent innovation in corporate antitakeover measures — the socalled "dead hand" poison pill rights plan — is subject to legal challenge on the basis that it violates the Delaware General Corporation Law and/or the fiduciary duties of the board of directors who adopted the plan. As explained more fully below, a "dead hand" rights plan is...
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