Document: Sample v. Morgan, C.A. No. 1214-N, Strine, V.C. (Del. Ch. Jan 23, 2007)
The Court denied a “frivolous” motion to dismiss claims that directors breached their duty to disclose material facts where the materials sent to the stockholders in connection with the vote on employee stock grants, which were equivalent to one-third of the company’s voting power, did not disclose the fact that all of the stock grants were to the CEO and two directors.