Optimiscorp v. Waite

Summary

The Supreme Court of Delaware affirmed the Court of Chancery's judgment, including its refusal to award damages or attorneys' fees, after concluding that the trial court acted within its discretion in finding witness tampering and imposing sanctions. The court also declined to endorse the lower court's characterization of the directors' notice claim as a "super-director" theory, emphasizing that all directors are entitled to fair and non-misleading notice of board action. Because the challenged stockholders-agreement amendment had already been invalidated and the plaintiff had not proven additional non-speculative harm, no damages were warranted.