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Iroquois Master Fund, Ltd. v. Answers Corp.

Supreme Court of Delaware

December 4, 2014

IROQUOIS MASTER FUND LTD., On Behalf of Itself and All Others Similarly Situated, Lead Plaintiff-Below, Appellant,
v.
ANSWERS CORPORATION, ROBERT S. ROSENSCHEIN, YEHUDA STERNLICHT, MARK B. SEGALL, W. ALLEN BEASLEY, R. THOMAS DYAL, MARK A. TEBBE, LAWRENCE S. KRAMER, SUMMIT PARTNERS L.P., AFCV HOLDINGS, LLC, and A-TEAM ACQUISITION SUB, INC., Defendants-Below, Appellees

Submitted December 3, 2014

Case Closed December 22, 2014.

Editorial Note:

This decision has been designated as "Table of Decisions Without Published Opinions." in the Atlantic Reporter.

Court Below: Court of Chancery of the State of Delaware. Consol. C.A. No. 6170-VCN.

Before STRINE, Chief Justice; RIDGELY, VALIHURA, and VAUGHN, Justices; SILVERMAN, Judge,[*] constituting the Court en Banc.

ORDER

Leo E. Strine, Jr. Chief Justice

This is an appeal of an Order and Memorandum Opinion of the Court of Chancery granting summary judgment to the defendants in a challenge to a third-party cash merger. Because the Court of Chancery carefully reviewed the record and concluded that there was no evidence to support finding a non-exculpated breach of fiduciary duty, it properly granted summary judgment to the defendant directors.[1] The Court of Chancery also properly found that that there was no evidence of record that would support aiding and abetting liability against the buyer.

For these reasons, the decision of the Court of Chancery is AFFIRMED on the basis of its careful decision of February 3, 2014. IT IS SO ORDERED.


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