Buttonwood Tree Value Partners, LP

Summary

The Supreme Court of Delaware affirmed dismissal of a fiduciary-duty claim alleging that Central Steel's directors wrongfully refused to entertain acquisition offers. Because a charitable trust controlled 62.1% of Central Steel and was entitled to decline to sell its shares, neither the trust nor its affiliated directors incurred fiduciary liability merely by refusing to pursue a sale. The court expressly declined to address the Court of Chancery's interpretation of Gantler.