Nicholas Olenik v. Frank…

Summary

The Supreme Court of Delaware held that the complaint adequately pleaded that the controller and the companies engaged in substantive economic negotiations before adopting the procedural protections required for business-judgment review of a controller-influenced transaction. It also held that the complaint adequately pleaded continued controller status and that the plaintiff failed to state disclosure claims because the proxy disclosed the material information. The court therefore affirmed in part, reversed in part, and remanded for further proceedings.