Stockholders brought suit for breaches of fiduciary duty in connection with the Defendant corporation’s agreement to pay a bidder a termination fee payable upon a no vote on a merger in exchange for that bidder increasing its bid. Plaintiffs claimed that the directors approved the revised merger agreement knowing that it was improbable that the stockholders would agree to the enhanced deal. The Court dismissed Plaintiffs’ complaint for failing to state with particularity a non-exculpated claim, as the directors acted in good faith and could not be faulted because the stockholders did not agree with their recommendation. As the board was independent, used an adequate process, relied on reputable experts and had a substantial basis to conclude that the merger was financially fair, Plaintiffs’ complaint did not even create an inference of mere negligence.
