OPINION
LAMB, Vice Chancellor.
A co-founder and now former stockholder of a Delaware corporation sues members of the company's management and its directors for alleged breaches of fiduciary duty arising out of a number of transactions, including a recapitalization scheme, a stock repurchase, an issuance of stock options, and ultimately a cash-out merger. The various defendants move to dismiss the complaint, arguing that the merger extinguished the...
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