City of Fort Myers General Employees' Pension Fund v. Haley

Summary

The Supreme Court of Delaware reversed dismissal of stockholders' fiduciary-duty claims arising from a merger after holding that the complaint reasonably pleaded that the CEO had a material, undisclosed compensation-related conflict while negotiating the transaction. The complaint alleged that the CEO failed to disclose to the board a potentially transformative compensation proposal from a significant stockholder and then accepted only the dividend increase needed to secure approval. The court remanded the aiding-and-abetting claims for the Court of Chancery to consider the remaining elements in the first instance.