Del. Confirms High Pleading Burden In Merger Challenges

Law360, New York (June 2, 2014, 11:40 AM EDT) -- In Houseman v. Sagerman, C.A. No. 8898-VCG, (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Vice Chancellor Sam Glasscock) granted, in part, a motion to dismiss filed by certain directors and the financial adviser of Universata Inc. ("Universata" or the "company") arising out of the company's merger with HealthPort Technologies LLC.

The court's analysis serves as a reminder that a stockholder plaintiff must plead an "extreme set of facts" to support a claim for breach of fiduciary duty against a corporation's directors arising out of allegations that the directors breached their duty of loyalty as a result of the...

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