Law360, New York ( October 6, 2014, 10:38 AM EDT) -- In an opinion[1] issued on Sept. 9, 2014, the Delaware Court of Chancery (Vice Chancellor Sam Glasscock) held that in a controlling-stockholder freeze-out merger subject to entire fairness review at the outset, disinterested directors entitled under a company's charter to exculpation for duty-of-care violations cannot prevail in a motion to dismiss even though the claims against them for breach of fiduciary duty are not pled with particularity; instead, the issue of whether they will be entitled to exculpation must await a developed record, post-trial....
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