. In re Zale Corp. Stockholders Litig., 2015 WL 6551418 (Del.Ch. Oct. 29, 2015); see also Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304, 308-12 (Del.2015) (affirming the Court of Chancery's finding that a fully informed, uncoerced vote of the disinterested stockholders invoked the business judgment rule standard of review).

. See, e.g., McMillan v. Intercargo Corp., 768 A.2d 492, 505 n, 56 (Del.Ch.2000) (explaining, in a case involving a post-closing damages claim attacking a change-of-control transaction, that "[i]n the absence of. the exculpatory chatter provision, the plaintiffs would still have been required to plead facts supporting an inference of gross negligence in order to state a damages claim").

.See In re Cornerstone Therapeutics Inc., Stockholder Litig., 115 A.3d 1173, 1175-76 (Del.2015) ("A plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion, to dismiss, regardless of the underlying standard of review for the board’s conduct— be it Revlon, Unocal, the entire fairness standard, or the business judgment rule.” (citations omitted)); Marciano v. Nakash, 535 A.2d 400, 405 (Del.1987) ("[Ajpproval by fully-informed disinterested ... stockholders ..., pérmits invocation of the business judgment rule and limits judicial review to issues of gift or waste with , the burden of proof upon the party attacking the transaction.”); Harbor Fin, Partners v. Huizenga, 751 A.2d 879, 881— 82 (Del.Ch.1999) ("The affirmative stockholder vote on the Merger, was informed and uncoerced, and disinterested shares constituted the overwhelming proportion of the Republic electorate. As'a result,'the business judgment rule standard of review is invoked and the Merger may only be attacked as wasteful. As a matter of logic and sound policy, one might think that a fair vote of disinterested stockholders in support of the transaction would dispose of the case altogether because a waste claim must be supported by facts demonstrating that ‘no person of ordinary sound business judgment’ could - consider the merger fair to Republic and because many disinterested and presumably rational Republic stockholders voted for the Merger.” (quoting Saxe v. Brady, 184 A.2d 602, 610 (Del.Ch.1962))).

. See Huizenga, 751 A.2d at 901 ("If fully informed, uncoerced, independent stockholders have approved the transaction, they have ... made the decision that the transaction is ‘a fair exchange.’ As such, it is difficult to see the utility of allowing litigation to proceed in which the plaintiffs are permitted discovery and a possible trial, at great expense to the corporate defendants, in order to prove to the court that the transaction was so devoid of merit that each and every one of the voters comprising the majority must, be disregarded as too hopelessly misguided to be considered a ‘person of ordinary sound business judg- ■ ment.’ Ih this day and age in which investors also haVé access to an abundance of information about • corporate transactions from sources other than boards of directors, it seems presumptuous and paternalistic to assume that the court knows better in a particular instance than a fully informed corporate electorate , with'real motrey riding on the corporation's performance.” (quoting Michelson v. Duncan, 407 A.2d 211, 224 (Del.1979))); Lewis v. Vogelstein, 699 A.2d 327, 336 (Del.Ch.1997) ("Courts are ill-fitted to attempt to weigh the ‘adequacy’ of consideration under the waste standard or, ex post, to judge appropriate degrees of business risk. ”).

. In re Zale Corp. Stockholders Litig., 2015 WL 5853693 (Del.Ch. Oct. 1, 2015), opinion amended on reargument, 2015 WL 6551418 (Del.Ch. Oct. 29, 2015).

. See RBC Capital Mkts., LLC v. Jervis, 129 A.3d 816, 862 (Del.2015).

. See id. at 865 (finding, in the-context of a change-of-control transaction, that "[t]he claim for aiding and abetting was premised on [the financial advisor]'s 'fraud on the Board,’ and that RBC aided and abetted the Board's breach of duty where, for [the financial advisor]’s own motives, it 'intentionally duped’ the directors into breaching their duty of care. The record evidence amply supports the trial court’s conclusion that [the financial advisor] purposely misled the Board so as to proximately cause the Board to breach its duty of care.” (quoting Goodwin v. Live Entm’t, Inc., 1999 WL 64265, at *28 (Del.Ch. Jan. 25, 1999), aff'd, 741 A.2d 16 (Del.1999))).

. See id. at 861-66.

. See Model Penal Code § 2.02 (Am. Law Inst., 1980).