business judgment rule in Delaware

2026Ch. 2011). 35 an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”52 Unless a plaintiff rebuts one of those elements, “the court merely looks to see whether the business decision made was rational in the sense of being one logical approach to advancing the corporation’s objectives.”53 Only when a decision lacks any rationally conceivable basis will a court infer bad faith and a breach of duty.54 The business judgment rule thus provides “something as close to non-review as our law contemplates.” 55 This standard of review “re

2026Ch. 2006). 64 Id. 65 See Aronson, 473 A.2d at 812 (noting that if “the transaction is not approved by a majority consisting of the disinterested directors, then the business judgment rule has no application”).

2025Ch. 2014) (explaining that the “legal effect of a fully informed stockholder vote of a transaction with a non-controlling stockholder is that the business judgment rule applies and insulates the transaction from all attacks other than on the grounds of waste”), aff’d, Corwin, 125 A.3d 304 . 124 See supra note 32 and accompanying text. 125 See supra Section II.A. 126 Singh v. Attenborough, 137 A.3d 151, 151-52 (Del. 2016) (“When the business judgment rule standard of review is invoked because of a vote, dismissal is typically the result.”); see also Merge Healthcare, 2017 WL 395981 , at *13 (di

2024That is, where the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the shareholder vote, the controlled merger then acquires the shareholder-protective characteristics of third-party, arm’s-length mergers, which are reviewed under the business judgment standard.”); Corwin, 125 A.3d at 312–13 (“[W]hen a transaction is not subject to the entire fairness standard, the long-standing policy of our law has been to avoid the uncertainties and costs of judicial second-guessing when the disinterested stockholders have had the fre

2023Ch. 2010) (citing Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971) (“A board of directors enjoys a presumption of sound business judgment, and its decisions will not be disturbed if they can be attributed to any rational business purpose.”)). 29 signed the written consent terminating Ogus after Bloom reported that Ogus’s removal was a “top priority” for SportTechie.152 Bloom told Bodie that Ogus had been a “weak link[] . . . for some time” and was “an unreliable team member” who had “failed to scale with SportTechie’s growing needs.”153 In response, Bodie told Bloom that she was “to

2022Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (quoting Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del. 1971)). 90 Singh v. Attenborough, 137 A.2d 151, 152 (Del. 2016) (observing that dismissal will likely result “because the vestigial waste exception has long had little real-world relevance” since “it has been understood that stockholders would be unlikely to approve a transaction that is wasteful”). 91 Corwin, 125 A.3d at 312 (“[T]he doctrine applies only to fully informed, uncoerced stockholder votes, and if troubling facts . . . were not disclosed that would have been material

2026Ch. 2010). 54 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2026Ch. 2010). 102 See Brehm, 746 A.2d at 264 (“Irrationality is the outer limit of the business judgment rule.

2025Even if Leo Group had proven a breach of duty and rebutted one of the presumptions of the business judgment rule, the burden of proof would shift to Kahlon to prove that his conduct was entirely fair. 229 The transaction must be 229 Disney II, 906 A.2d 27 , 52–53 (explaining that Delaware law “clearly permits a judicial assessment of director good faith” and that the business judgment rule can be rebutted by establishing “the directors breached their fiduciary duty of care or of loyalty or acted in bad faith” such that “[i]f that is shown, the burden then shifts to the director defendants to d

2024May 17, 2019) (“Relatedly, in the context of interested director transactions, only ‘sufficiently material’ interests can rebut the business judgment rule presumption, the determination of which is a ‘fact- dominated question.’” (quoting Technicolor Appraisal II, 634 A.2d at 364 )). 65 Lebanon Cty.

2026The rule presumes that “in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”100 Unless a plaintiff rebuts one of those elements, “the court merely looks to see whether the business decision made was rational in the sense of being one logical approach to advancing the corporation’s objectives.”101 Only when a decision lacks any rationally conceivable basis will a court infer bad faith and a breach of duty.102 The business judgment rule thus provides “someth

2025“Delaware has three tiers of review for evaluating director decision-making: the business judgment rule, enhanced scrutiny, and entire fairness.” Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442, 457 (Del.

2026That changed with this Court’s 2014 decision in Kahn v. M & F Worldwide Corp., 22 now commonly referred to as MFW, which clarified that the employment of both burden-shifting devices in the same transaction would change the standard of review: To summarize our holding, in controller buyouts, the business judgment standard of review will be applied if and only if: (i) the controller conditions the procession of the transaction on the approval of both a Special Committee and a majority of the minority stockholders; (ii) the Special Committee is independent; (iii) the Special Committee is empower

2024It suffices to say that, when articulating the policy reasons for adopting the rule of MFW, the court identified appraisal as a safety valve to protect minority stockholders from any mischief that might result from applying the business judgment rule to controller squeeze-outs. 330 Were this court to rely on MFW to determine whether to grant deal price presumptive weight in the appraisal 326 Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014) (“[W]here the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the share

2026At the pleading stage, to change the standard of review from the business judgment rule to entire fairness, the complaint must allege facts supporting a reasonable inference that the directors who approved the challenged action did not include independent and disinterested directors, acting carefully and in good faith, with enough voting power by themselves to deliver the requisite majority for taking action.65 62 Cinerama, Inc. v. Technicolor, Inc., (Technicolor Plenary), 663 A.2d 1156, 1163 (Del. 1995) (internal quotation marks omitted). 63 Gesoff v. IIC Indus., Inc., 902 A.2d 1130, 1145 (De

2025Even if Leo Group had proven a breach of duty and rebutted one of the presumptions of the business judgment rule, the burden of proof would shift to Kahlon to prove that his conduct was entirely fair. 229 The transaction must be 229 Disney II, 906 A.2d 27 , 52–53 (explaining that Delaware law “clearly permits a judicial assessment of director good faith” and that the business judgment rule can be rebutted by establishing “the directors breached their fiduciary duty of care or of loyalty or acted in bad faith” such that “[i]f that is shown, the burden then shifts to the director defendants to d

2026Mining Corp. v. Theriault, 51 A.3d 1213, 1244 (Del. 2012) (affirming trial court’s finding that “the process by which the Merger was negotiated and approved was not fair” and produced an unfair price); Disney II, 906 A.2d 27, 52 (Del. 2006) (explaining that the business judgment rule can be rebutted by establishing that “the directors breached their fiduciary duty of care” and that “[i]f that is shown, the burden then shifts to the director defendants to demonstrate that the challenged act or transaction was entirely fair to the corporation and its shareholders”); Weinberger v. UOP, Inc., 457

2026An inference of bad faith follows when a complaint alleges that a “fiduciary intentionally fails to act in the face of a known duty to act, demonstrating a conscious disregard for his duties.” 96 Delaware law 96Disney II, 906 A.2d at 67. 53 “clearly permits a judicial assessment of director good faith” for the purpose of rebutting the business judgment rule.97 Under the 1940 Act, a registered investment company cannot, without the approval of a majority of its outstanding voting securities, “deviate from its policy in respect of concentration of investments in any particular industry or group

2025“Like any other interested transaction, [fiduciary] self-compensation decisions lie outside the business judgment rule’s presumptive protection, so that, where properly challenged, the receipt of self-determined benefits is subject to an affirmative showing that the compensation arrangements are fair to the corporation.” Telxon 20 Corp. v. Meyerson, 802 A.2d 257, 265 (Del. 2002); accord Valeant Pharms.

2023Absent some cleansing mechanism, the decision will “lie outside the business judgment rule’s presumptive protection, so that, where properly challenged, the receipt of self-determined benefits is subject to an affirmative showing that the compensation arrangements are fair to the corporation.” Telxon Corp. v. Meyerson, 802 A.2d 257, 265 (Del. 2002).

2024In MFW, 94 Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001) (internal citation omitted). 30 a case involving a controller freeze-out transaction, we adopted the following standard: To summarize our holding, in controller buyouts, the business judgment standard of review will be applied if and only if: (i) the controller conditions the procession of the transaction on the approval of both a Special Committee and a majority of the minority stockholders; (ii) the Special Committee is independent; (iii) the Special Committee is empowered to freely select its own advisors and to say no definiti

2024We observed that MFW held that “‘the business judgment standard appl[ies] to controller freeze-out mergers where the controller’s proposal is conditioned on both Special Committee approval and a favorable majority-of-the-minority vote[.]’”67 63 Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001) (internal citation omitted). 64 Olenik v. Lodzinski, 208 A.3d 704, 714 (Del. 2019) (quoting Allen v. Encore Energy Partners, L.P., 72 A.3d 93, 100 (Del. 2013)). 65 Id. 66 298 A.3d 667 (Del. 2023). 67 Id. at 707 (quoting MFW, 88 A.3d at 639 ). 29 MFW adopted the following standard: To summarize our hol

2026An inference of bad faith follows when a complaint alleges that a “fiduciary intentionally fails to act in the face of a known duty to act, demonstrating a conscious disregard for his duties.” 96 Delaware law 96Disney II, 906 A.2d at 67. 53 “clearly permits a judicial assessment of director good faith” for the purpose of rebutting the business judgment rule.97 Under the 1940 Act, a registered investment company cannot, without the approval of a majority of its outstanding voting securities, “deviate from its policy in respect of concentration of investments in any particular industry or group

2026Surely then . . . it will be nigh unto impossible for a corporation bearing the burden of proof to demonstrate that an SLC member is independent in the face of plaintiffs’ allegation that the SLC member and a director defendant have a family relationship.”). 118 Disney II, 906 A.2d at 53 ; accord eBay, 16 A.3d at 40 . 48 The Complaint’s allegations about Diversion Claim-related conduct do not implicate enhanced scrutiny, so the business judgment rule presumptively applies.

2026The analysis would not flow through the entire fairness test, in which the defendants gain the ability to prove entire fairness but functionally have to disprove causation. 67 Aronson, 473 A.2d at 812. 40 • When the business judgment rule applies, the level of carelessness is gross negligence.68 • When enhanced scrutiny applies, the level of carelessness is action that falls outside a range of reasonableness.69 • When entire fairness applies, the level of carelessness is action resulting in a decisionmaking process that fails to satisfy the fair dealing dimension of the unitary entire fairness

2023I interpret Plaintiffs’ claim as one for injunctive relief, and not for damages. 14 On September 2, Defendants filed a motion to dismiss the Complaint (the “Motion”).43 Defendants argue the Court must dismiss the Complaint because the Board’s decisions concerning the Challenged Provisions are protected by the business judgment rule and enhanced scrutiny is not triggered under Unocal Corporation v. Mesa Petroleum Company in the absence of a threat and defensive action.44 Additionally, Defendants argue that even if enhanced scrutiny does apply, the Court must dismiss the Complaint under Corwin v

2026When litigation arises, directors are not judged by the standard of conduct but rather using a standard of review.97 “Delaware has three tiers of review for evaluating director decision-making: the 96 McRitchie, 315 A.3d at 551. 97 Trados II, 73 A.3d at 35–36. 41 business judgment rule, enhanced scrutiny, and entire fairness.” 98 “In each manifestation, the standard of review is more forgiving of directors and more onerous for stockholder plaintiffs than the standard of conduct.”99 Here, the business judgment rule applies and leads to the dismissal of Count I.

2026Ch. 2013). 132 Chen, 87 A.3d at 666 ; Trados II, 73 A.3d at 35–36. 47 To determine whether the complaint pleads a claim for breach of fiduciary duty, a court determines what standard of review applies, then evaluates the complaint’s allegations regarding the directors’ actions using that standard of review.133 “Delaware has three tiers of review for evaluating director decision-making: the business judgment rule, enhanced scrutiny, and entire fairness.”134 “In each manifestation, the standard of review is more forgiving of directors and more onerous for stockholder plaintiffs than the standard

2025Mar. 28, 2018) (emphasis removed) (quoting Kahn v. Lynch Commc’ns Sys., Inc., 638 A.2d 1110 , 1113–14 (Del. 1994)). 14 Even if a transaction is not approved by disinterested and independent directors, “where no controlling shareholder is involved and a majority of the Company’s disinterested shareholders approves the transaction with a fully informed, uncoerced vote[,]” the business judgment standard of review will irrebuttably apply and insulate the transaction from challenge on any ground other than waste.

2024But a freeze out merger structured to include approval by a well-functioning independent committee and the affirmative vote of the fully informed and uncoerced minority stockholders will be reviewed under the business judgment standard of review.110 If both procedural protections are established 108 Lynch, 638 A.2d at 1116 (finding that because of the uniquely coercive presence of a controlling stockholder, “[e]ntire fairness remains the proper focus of judicial analysis in examining an interested merger, irrespective of whether the burden of proof remains upon or is shifted away from the cont

2026Law. 1287, 1295–99 (2001) [hereinafter Function Over Form]. 28 Chen, 87 A.3d at 667 (“The numerous policy justifications for this divergence largely parallel the well-understood rationales for the business judgment rule.”).

2026Law. 1287, 1295–99 (2001) [hereinafter Function over Form]. 306 Chen, 87 A.3d at 667 (“The numerous policy justifications for this divergence largely parallel the well-understood rationales for the business judgment rule.”).

2018Under Section 8.5 of Ebix’s bylaws, any bylaw “may be rescinded, altered, amended or repealed, and new Bylaws may be made [] by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board.”64 61 See Gantler, 965 A.2d at 705 (finding the business judgment standard applied because defendants did not act defensively and did not, therefore, trigger Unocal). 62 Wis. Inv.

2017Unless restricted by the certificate of incorporation or bylaws, Section 141(h) of Delaware General Corporation Law (“DGCL”) authorizes the board “to fix the compensation of directors.”32 Although authorized to do so by statute, when the board fixes its compensation, it is self-interested in the decision because the directors are deciding how much they should reward themselves for board service.33 If no other factors are involved, the board’s decision will “lie outside the business judgment rule’s presumptive protection, so that, where properly challenged, the receipt of self-determined benefi

2025Plaintiffs cannot satisfy their burden by engaging in group pleading. “[E]ach director has a right to be considered individually when the directors face claims for damages in a suit challenging board action.” In re Cornerstone Therapeutics Inc., S’holder Litig., 115 A.3d 1173, 1182 (Del. 2015); see also id. at 1183 (explaining that our Supreme Court has “refused to presume that an independent director is not entitled to the protection of the business judgment rule solely because the controlling stockholder may itself be subject to liability for breach of the duty of loyalty if the transaction

2025Plaintiffs cannot satisfy their burden by engaging in group pleading. “[E]ach director has a right to be considered individually when the directors face claims for damages in a suit challenging board action.” In re Cornerstone Therapeutics Inc., S’holder Litig., 115 A.3d 1173, 1182 (Del. 2015); see also id. at 1183 (explaining that our Supreme Court has “refused to presume that an independent director is not entitled to the protection of the business judgment rule solely because the controlling stockholder may itself be subject to liability for breach of the duty of loyalty if the transaction

2024Ch. 2002) (applying the business judgment rule because the controlling stockholder “did not stand on both sides of the challenged merger” initiated by an unaffiliated third party and negotiated by independent directors); Solomon v. Armstrong, 747 A.2d 1098, 1123 (Del.

2017On the other hand, when it comes to claiming the sufficiency of disclosure and the concomitant legal effect of shareholder ratification after full disclosure (e.g., claim extinguishment, the retention of the business judgment rule presumptions, or the shift of the burden of proof of entire fairness from the defendant to the plaintiff) it is the defendant who bears the burden.32 Later that year, Chief Justice Strine, writing as a Vice Chancellor, agreed in the Harbor Finance case that, when a board seeks “to obtain ‘ratification effect’ from a 32 Solomon v. Armstrong, 747 A.2d 1098, 1128 (Del.

2024ANALYSIS It is a “cardinal precept” of Delaware law that “directors, rather than shareholders, manage the business and affairs of the corporation.” 71 “The decision to bring a law suit or refrain from litigating a claim on behalf of a corporation is a decision concerning the management of the corporation.”72 A stockholder may only assume the power to bring a derivative claim on the corporation’s behalf after satisfying the strict conditions of Rule 23.1.73 A board’s rejection of a litigation demand is entitled to the protections of the business judgment rule, which presumes that the directors

2022See Brehm, 746 A.2d at 253–54 (overruling prior precedent that the Court of Chancery’s decision under Rule 23.1 is reviewed by the Supreme Court under an abuse of discretion standard). 102 Spiegel v. Buntrock, 571 A.2d 767, 777 (Del. 1990); see also Grimes, 673 A.2d at 1219 (“If a demand is made and rejected, the board rejecting the demand is entitled to the presumption of the business judgment rule unless the stockholder can allege facts with particularity creating a reasonable doubt that the board is entitled to the benefit of the presumption.”). 32 the subject of the litigation demand or wh

2026Mining Corp. v. Theriault, 51 A.3d 1213, 1244 (Del. 2012) (affirming trial court’s finding that “the process by which the Merger was negotiated and approved was not fair” and produced an unfair price); Disney II, 906 A.2d 27, 52 (Del. 2006) (explaining that the business judgment rule can be rebutted by establishing that “the directors breached their fiduciary duty of care” and that “[i]f that is shown, the burden then shifts to the director defendants to demonstrate that the challenged act or transaction was entirely fair to the corporation and its shareholders”); Weinberger v. UOP, Inc., 457

2025“The effect of this presumption when applied by a court is that the court will not substitute its judgment for that of the board, unless it is shown by a preponderance of the evidence that the directors’ decision involved a breach of fiduciary duty.” 153 But, “[i]f the presumption of the business judgment rule is rebutted . . . the burden shifts to the director defendants to prove to the trier of fact that the challenged transaction was ‘entirely fair’ to the shareholder plaintiff.” 154 We have explained how the presumption reflected in the business judgment rule operates in the context of a m

2023As in Allis- Chalmers, the Delaware Supreme Court has continued to recognize that directors have a fiduciary obligation to “inform themselves, prior to making a business decision, of all material information reasonably available to them.”20 But while that standard speaks of reasonableness, “under the business judgment rule director liability is predicated upon 20 Aronson, 473 A.2d at 812 ; accord Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985) (quoting Aronson); id. at 877 (“Here, the issue is whether the directors informed themselves as to all information that was reasonably available to t

2023As in Allis- Chalmers, the Delaware Supreme Court has continued to recognize that directors have a fiduciary obligation to “inform themselves, prior to making a business decision, of all material information reasonably available to them.”20 But while that standard speaks of reasonableness, “under the business judgment rule director liability is predicated upon 20 Aronson, 473 A.2d at 812 ; accord Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985) (quoting Aronson); id. at 877 (“Here, the issue is whether the directors informed themselves as to all information that was reasonably available to t

2025These allegations of past business relationships with two other directors are “not enough to overcome the presumption of [Treadwell’s] independence.” Orman, 794 A.2d at 27 ; see also Simons, 2022 WL 223464 , at *14 (rejecting the argument that a director lacked independence because he served as an executive with another individual for five years). * * * To summarize, the Amended Complaint does not impugn the disinterestedness or independence of at least six of the nine directors on the Board, and therefore fails to rebut the business judgment rule.

2025To successfully rebut the business judgment rule “in this manner, thereby leading to the application of the entire fairness standard, a plaintiff must normally plead facts demonstrating ‘that a majority of the director defendants have a financial interest in the transaction or were dominated or controlled by a materially interested director.’” Orman, 794 A.2d at 22 (quoting Crescent/Mach I P’rs, L.P. v. Turner, 846 A.2d 963, 979 (Del.

2024It suffices to say that, when articulating the policy reasons for adopting the rule of MFW, the court identified appraisal as a safety valve to protect minority stockholders from any mischief that might result from applying the business judgment rule to controller squeeze-outs. 330 Were this court to rely on MFW to determine whether to grant deal price presumptive weight in the appraisal 326 Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014) (“[W]here the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the share

2024It suffices to say that, when articulating the policy reasons for adopting the rule of MFW, the court identified appraisal as a safety valve to protect minority stockholders from any mischief that might result from applying the business judgment rule to controller squeeze-outs. 330 Were this court to rely on MFW to determine whether to grant deal price presumptive weight in the appraisal 326 Kahn v. M & F Worldwide Corp., 88 A.3d 635, 644 (Del. 2014) (“[W]here the controller irrevocably and publicly disables itself from using its control to dictate the outcome of the negotiations and the share

2024The presentation included a comparison of Delaware and Nevada law and explained that under Nevada law, a director or officer can be liable “only when the plaintiff affirmatively rebuts the business judgment presumption and demonstrates that the fiduciary breach involved intentional misconduct, fraud, or a knowing violation of law.” Id. at ‘063.

2021Co. v. Macmillan, Inc., 559 A.2d 1261 , 1284 n.32 (Del. 1989) (distinguishing between “the traditional concept of protecting the decision itself” and the 38 transactional justification setting to evaluate the question of breach when determining whether to enjoin a transaction from closing pending trial.3 A court likewise will apply enhanced scrutiny after trial to determine whether to issue a mandatory injunction, a question of the “directors’ personal liability for these challenged decisions”); Revlon, 506 A.2d at 180 n.10 (embracing the distinction between “the business judgment rule, which

2026Stevens & Co., S’holders Litig., 542 A.2d 770, 780–81 (Del.

1999Stevens & Co. Shareholders Litig., Del.Ch., 542 A.2d 770, 780 (1988) ("Stated generally, the business judgment rule provides that a decision made by an independent board will not give rise to liability ... if it is made in good faith and in the exercise of due care.”). 9 .

2025Ch. 2014) (explaining that the “legal effect of a fully informed stockholder vote of a transaction with a non-controlling stockholder is that the business judgment rule applies and insulates the transaction from all attacks other than on the grounds of waste”), aff’d, Corwin, 125 A.3d 304 . 124 See supra note 32 and accompanying text. 125 See supra Section II.A. 126 Singh v. Attenborough, 137 A.3d 151, 151-52 (Del. 2016) (“When the business judgment rule standard of review is invoked because of a vote, dismissal is typically the result.”); see also Merge Healthcare, 2017 WL 395981 , at *13 (di

2022Oct. 9, 2007)); Emerald P’rs, 726 A.2d at 1224 . 289 The Trade Desk, 2022 WL 3009959 , at *23 (citing Crane, 2017 WL 7053964 , at *21). 290 Id. at *23 (“Under the version of the business judgment rule earned by proper implementation of the MFW framework, only a well-pleaded claim for waste may survive.” (citing Dell, 2020 WL 3096748 , at *14)). 291 Voigt, 2020 WL 614999 , at *10 (citing Singh v. Attenborough, 137 A.3d 151 , 152 & n.3 (Del. 2016) (ORDER)). 292 Larkin v. Shah, 2016 WL 4485447 , at *21 (Del.

2023I interpret Corwin to stop short of cleansing claims seeking to enjoin defensive measures. 1 125 A.3d 304 (Del. 2015). 2 See Revlon, Inc. v. MacAndrews & Forbes Hldgs., Inc., 506 A.2d 173 (Del. 1986). 3 Corwin, 125 A.3d at 312. 3 Having concluded stockholder approval does not operate to invoke the business judgment rule, the final step of the analysis considers if the plaintiffs have pled facts warranting enhanced scrutiny under Unocal.

2022To state it bluntly, the knock- on effects of two decisions of our Supreme Court––Corwin and MFW––frame the standard of review controversy here.364 These seminal decisions offer conflicted fiduciaries two pathways to the coveted deference afforded by the business judgment rule.365 Elon wants that deference; Plaintiffs want to deny him that deference. 361 POB at 44. 362 Def.’s Opening Post-Trial Br. (“DOB”) (D.I. 477) at 2, 83. 363 Plaintiffs have not asserted a Revlon claim presumably because, as stockholders of the buyer, they do not dwell in “Revlon Land.” See Revlon, Inc. v. MacAndrews & Fo