Consolidated C.A. No. 6032-VCN.


Court of Chancery of Delaware.

Decided: November 25, 2014.

Attorney(s) appearing for the Case

Stuart M. Grant, Esquire , Cynthia A. Calder, Esquire , and Mary S. Thomas, Esquire of Grant & Eisenhofer P.A., Wilmington, Delaware; James Banko Esquire , of Faruqi & Faruqi, LLP, Wilmington, Delaware; and Mark Lebovitch Esquire , and Amy Miller Esquire , of Bernstein Litowitz Berger & Grossmann LLP, New York, New York, Attorneys for Plaintiffs.

Edward P. Welch, Esquire , Edward B. Micheletti, Esquire , and Cliff C. Gardner, Esquire of Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, Delaware; and James R. Carroll Esquire , and Michael S. Hines Esquire , of Skadden, Arps, Slate, Meagher & Flom LLP, Boston, Massachusetts, Attorneys for Defendants Albert Aiello, Jr., Fred Corrado, Richard L. Crandall, Gary G. Greenfield, Judith Hamilton, Ronald W. Hovsepian, Patrick S. Jones, Richard L. Nolan, and John W. Poduska, Sr.


NOBLE, Vice Chancellor.

Plaintiffs, former shareholders of a corporation that completed a merger and a patent sale in April 2011, allege that director Defendants acted in bad faith by treating bidders differently for reasons other than pursuit of the best interests of the corporation and its stockholders. Defendants have moved for summary judgment on the bad faith claims, contending that there is no genuine issue of material fact regarding...

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