The Cirillo Family Trust v. Moezinia

Summary

The Supreme Court affirmed summary judgment for the defendants and the denial of the Trust's motion to amend its complaint. It held that the Court of Chancery considered the proposed interested-director theory, properly rejected it as futile because the directors were exculpated and had not acted in bad faith, and correctly declined to decide an unasserted disclosure-duty issue as advisory. The court also rejected the claim that the lower court failed to consider issues that were not part of the operative complaint or were not properly appealed.