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RUGGIERO v. FUTURAGENE, PLC.

C.A. No. 2661-VCL.

948 A.2d 1124 (2008)

Bruno RUGGIERO, Francesco Ruggiero, Vinisha Agnohotri, Anmol Agnohotri, Plaintiffs, v. FUTURAGENE, PLC., a corporation organized under the laws of England and Wales (f/k/a Overnet Data, plc.), Mark Prichard, an individual, Peter Toynton, an individual, Michael Fromm, an individual, and Kannan Grant, an individual, Defendants.

Court of Chancery of Delaware.

Decided: February 1, 2008.

Attorney(s) appearing for the Case

Kenneth J. Nachbar, Esquire, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Leland, Paracitini, Steinberg, Matzger & Melnick, LLP, San Francisco, CA, Attorneys for the Plaintiffs.

Gregory V. Varallo, Esquire, Geoffrey G. Grivner, Esquire, Richards, Layton & Finger P.A., Wilmington, Delaware; Michael S. Poulos, Esquire, Kenneth L. Schmetterer, Esquire, Emily S. Schlesinger, Esquire, DLA Piper USA LLP, Chicago, IL, Attorneys for the Defendants.

OPINION

LAMB, Vice Chancellor.

An Indiana corporation engaged in a stock-for-stock merger with an English corporation, which created a Delaware subsidiary to effectuate the merger. The former stockholders of the Indiana corporation who are now stockholders in the English corporation sue the English corporation and its directors for breach of the merger agreement and breach of fiduciary duties. The defendants move to dismiss seeking, primarily, dismissal...

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