Cdx Holdings, Inc. (f/k/a Caris Life Sciences, Inc.), Defendant-Below, Appellant/cross-Appellee, — Valihura, J…

Summary

Justice Valihura dissented from the Court of Chancery's conclusion that the Board breached the stock incentive plan by failing to determine fair market value and make the required option adjustment. She reasoned that the Board acted through meetings, resolutions, reliance on an independent valuation, and approval of calculations delegated to officers and advisors, and that the record did not establish subjective bad faith or conscious disregard by a majority of directors. The dissent would reverse the judgment below.