Malpiede v. Townson

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• recognizing that a motion to dismiss filed after an answer should be considered a motion for judgment on the pleadings
• holding that in challenge to third-party, arm’s-length merger that was approved by fully informed stockholder vote, court could apply Section 102(b)(7) at pleadings stage unless plaintiff pled facts sufficient to show that a majority of the board was not disinterested or independent
• holding that on a motion to dismiss, ―[a] plaintiff must allege well-pleaded facts stating a claim on which relief may be granted. Had plaintiff alleged such well-pleaded facts supporting a breach of loyalty or bad faith claim, the Section 102(b)(7
• holding that on a motion to dismiss, ―[a] plaintiff must allege well-pleaded facts stating a claim on which relief may be granted. Had plaintiff alleged such well-pleaded facts supporting a breach of loyalty or bad faith claim, the Section 102(b)(7
• noting that a bidder for a company is not liable for aiding and abetting solely because it sought a lower price “through arm’s-length negotiations”
• stating that “[a]bsent some indication” that the board knew a fact, “the board did not have a duty to disclose”

Source: CourtListener parenthetical corpus (CC0).