IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
WISCONSIN LABORERS’ PENSION
FUND and MARK B. NARDELLA,
Plaintiffs,
v. C.A. No. 2025-0267-NAC
ANJALI JOSHI, TIMOTHY I.
MAUDLIN, CHARLES R. CORY,
JEFFREY L. HORING, DEAN A.
STOECKER, CHRISTOPHER M. LAL,
and INSIGHT VENTURE
MANAGEMENT, LLC,
Defendants.
OPINION
Date Submitted: April 17, 2026
Date Decided: September 16, 2026
Kimberly A. Evans, Lindsay K. Faccenda, Daniel M. Baker, BLOCK & LEVITON LLP, Wilmington, Delaware; Jason Leviton, Nathan Abelman, BLOCK & LEVITON LLP, Boston, Massachusetts; Counsel for Plaintiff Wisconsin Laborers’ Pension Fund.
Christine M. Mackintosh, Vivek Upadhya, Casimir O. Szustak, GRANT &
EISENHOFER, P.A., Wilmington, Delaware; Counsel for Plaintiff Mark B. Nardella.
Shannon E. German, Jessica A. Hartwell, Nora M. Crawford, WILSON SONSINI GOODRICH & ROSATI, P.C., Wilmington, Delaware; Ignacio E. Salceda, WILSON SONSINI GOODRICH & ROSATI, P.C., Palo Alto, California; Counsel for Defendants Anjali Joshi, Timothy I. Maudlin, Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal.
William M. Lafferty, Ryan D. Stottmann, Adam C. Perri, MORRIS, NICHOLS,
ARSHT & TUNNELL LLP, Wilmington, Delaware; Jeffrey Korn, Richard Li,
WILLKIE FARR & GALLAGHER LLP, New York, New York; Counsel for Defendants Jeffrey L. Horing and Insight Venture Management, LLC.
COOK, V.C.
In December 2023, funds associated with Insight Venture Management, LLC
and Clearlake Capital Group, L.P. acquired Alteryx, Inc. in a take-private merger for
$48.25 per share in cash, representing a total value of approximately $4.4 billion.
The plaintiffs brought this putative class action asserting claims for breach of
fiduciary duty against members of the company’s board of directors, the company’s
controlling stockholder and chairman, and the chief legal officer, as well as a claim
for aiding and abetting against one of the acquirers. The defendants moved to dismiss
under Court of Chancery Rule 12(b)(6).
The defendants’ primary argument is that the merger was approved by the
fully informed, uncoerced vote of the stockholders, mandating dismissal under
Corwin v. KKR Financial Holdings LLC. 1 To resist the application of Corwin
cleansing, Plaintiffs argue that the stockholder vote was not fully informed. As is
explained more fully below, Plaintiffs fail to allege any disclosure deficiency that
would render the stockholder vote uninformed. All the omissions Plaintiffs call out
are immaterial. The stockholder vote is thus cleansing, and Plaintiffs’ claims must
be dismissed.
I. FACTUAL BACKGROUND
The Court draws the facts from the well-pled allegations in the Verified Class
Action Complaint (“Complaint”) and makes all reasonable inferences in Plaintiffs’
1 125 A.3d 304 (Del. 2015).
favor. 2 The Court also considers documents incorporated by reference in the
Complaint, including the documents Plaintiffs obtained under 8 Del. C. § 220. 3
A. Alteryx
Founded in 1997, Alteryx, Inc. (“Alteryx” or the “Company”) is a data science
and analytics software company incorporated in Delaware and headquartered in
Irvine, California. 4 By 2015, funds associated with Insight Venture Management,
LLC (“Insight”) invested nearly $50 million in the Company. 5 In 2017, Alteryx went
public. 6 Following the IPO, Alteryx had two classes of common stock: Class A and
2 Citations in the form of “Compl. ¶ ” refer to paragraphs of the Complaint. See Dkt. 1. Citations in the form of “Ex. ” refer to the exhibits to the Transmittal Affidavit of Nora M. Crawford in Support of Defendants’ Opening Brief in Support of Their Motion to Dismiss the Verified Class Action Complaint. See Dkts. 13–14. Citations in the form of “Defs. OB” refer to the Opening Brief of Defendants Anjali Joshi, Timothy I. Maudlin, Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal in Support of Their Motion to Dismiss the Verified Class Action Complaint. Dkt. 13. Citations in the form of “Horing and Insight’s OB” refer to the Opening Brief in Support of Defendants Jeffrey L. Horing and Insight Venture Management, LLC’s Motion to Dismiss Counts I and IV of the Verified Class Action Complaint. Dkt 12. Citations in the form of “Pls. AB” refer to Plaintiffs’ Omnibus Answering Brief in Opposition to Defendants’ Motions to Dismiss Plaintiffs’ Verified Class Action Complaint. Dkt. 24. Citations in the form of “Hearing Transcript” refer to the transcript of the Oral Argument on Defendants’ Motions to Dismiss. Dkt. 39.
3 Plaintiffs served inspection demands in February 2024. Plaintiffs agreed that the Section 220 documents would be incorporated by reference into the Complaint. See Ex. 1, ¶ 10; Ex. 2, ¶ 10. See also 8 Del. C. § 220(b)(3) (“The corporation . . . may require, as a condition to producing books and records to a stockholder under any demand under this subsection, that the stockholder agree that any information included in the corporation’s books and records is deemed incorporated by reference in any complaint filed by or at the direction of the stockholder in relation to the subject matter referenced in the demand.”).
4 Compl. ¶¶ 1, 27.
5 Id. ¶ 1.
6 Id. ¶ 31.
2
Class B. Class A stock held one vote per share, while “legacy” Class B stock held ten
votes per share. 7 Class B stock would automatically convert into Class A stock after
ten years, or if the total shares of Class B stock outstanding represented less than
ten percent of the total shares of Class A and Class B stock outstanding. 8
As of the IPO, Insight owned 26.5 percent of the voting power in the Company
through its ownership of Class B stock. 9 Within three years, Insight sold the majority
of its stock, resulting in Alteryx’s co-founder, Dean Stoecker, holding 51 percent of
the Company’s voting power through his ownership of the remaining Class B stock. 10
Although the proportion of Class B stock outstanding hovered just above the
ten percent threshold in early 2023, the “Company’s analysis reassured Stoecker that
the critical 10% threshold ‘won’t be reached before March 2027.’” 11 “Stoecker and
Alteryx management closely watched for the 10% conversion threshold, projected the
proportion of Class B shares outstanding through 2027, and monitored which
corporate actions might cause Alteryx to trigger this threshold earlier than
anticipated.” 12
7 Id. ¶ 32.The Complaint describes the legacy Class B stock as the Class B stock held by “insiders and early investors, including Stoecker and Insight.” Id.
8 Id. ¶ 35.
9 Id. ¶ 34.
10 Id. ¶ 37.
11 Id. ¶ 40.
12 Id.
3
In 2023, Alteryx had a nine-member Board of Directors (“Board”) that included
Stoecker as chairman, Charles R. Cory, Jeffrey Horing, Anjali Joshi, Timothy
Maudlin, Dan Warmenhoven, Mark Anderson, CeCelia Morken, and Eileen Schloss. 13
Stoecker was the Company’s Chief Executive Officer until 2020, when he was
succeeded by Mark Anderson. 14 Maudlin, Cory, and Morken served on the Audit
Committee, with Mauldin as chair. 15 Christopher M. Lal was the Company’s Chief
Legal Officer and Secretary. 16
B. Alteryx Considers a Potential Sale and Forms a Special Committee
In 2021 and 2022, the Company shifted focus to its go-to-market strategy and
to product innovation, including cloud offerings. 17 In the same period, the Company
was in the midst of a challenging macroeconomic environment due to rising interest
rates and high inflation. 18 Toward the end of 2022, the Company’s stock was trading
at multi-year lows, around $40 per share. 19 By February 2023, the stock price jumped
to the mid- to high-$60s as a result of Q4 2022 and full year 2022 results, achieving
13 Id. ¶ 42.
14 Id. ¶¶ 22, 42.
15 Ex. 4 at 6; Ex. 65.
16 Compl. ¶¶ 7, 9.
17 Id. ¶ 43.
18 Id. ¶ 46.
19 Id. ¶¶ 46, 58.
4
an “operating profit [of] $68 million for Q4 and $13 million for 2022.” 20 Nonetheless,
the Board was considering a 12 percent workforce reduction. 21
Despite management’s optimism for the Company’s 2023 prospects, 22 the
Board decided to explore a potential sale. In the first quarter of 2023, Anderson and
Warmenhoven, the Board’s lead independent director, “decided that Anderson should
reach out to representatives of ‘select financial sponsors’ to ‘gather additional
perspectives on Alteryx.’” 23 On April 20, 2023, the Board met to review the
Company’s financial performance and, in an executive session with Anderson and
Lal, discussed “exploration of certain strategic transactions.” 24 After this executive
session, Stoecker, Anderson, and Lal left the meeting, and the Board held an
“independent executive session.” 25
Ten days later, the Board formed a three-member special committee (“Special
Committee”), delegating to it the “full power and authority of the Board” to explore
and recommend approval of a strategic transaction. 26 The resolutions provided that
20 Id. ¶¶ 56, 58.
21 Ex. 11 at -1686.
22 Compl. ¶¶ 47–54.
23 Id. ¶ 61 (quoting Ex. 3 (“Proxy”) at 39–40). Plaintiffs also allege that Stoecker “likely participated in certain of these early 2023 conversations concerning a potential sale.” Id. ¶ 60.
24 Id. ¶ 64.
25 Id.
26 Id. ¶ 72; Ex. 15.
5
the Company would not effectuate any transaction unless it was first approved or
recommended by the Special Committee and, “if the Special Committee so
determines, approved by an affirmative majority vote of disinterested stockholders of
the Company.” 27 The Special Committee consisted of Maudlin, Cory, and
Warmenhoven, who served as chair. 28 The Special Committee engaged Qatalyst
Partners LP (“Qatalyst”) and Wilson Sonsini Goodrich & Rosati as its advisors. 29
C. The Sales Process
Several parties expressed interest in a transaction, including Clearlake
Capital Group, L.P. (“Clearlake”). 30 By late May, Qatalyst received an indication of
interest from Clearlake in the “mid/high $60s to low 70s” per share, along with
indications of interest from other parties ranging from “$55” to the “$60s” per share. 31
The Special Committee targeted a mid-July date for the next round of submissions
from potential bidders, 32 and sought a “public market perspective on the Company’s
prospective trading performance” from major investment banks. 33 On June 8, the
27 Compl. ¶ 72; Ex. 15.
28 Compl. ¶ 72.
29 Compl. ¶¶ 73, 78. The Special Committee finalized and executed its “engagement letter” with Qatalyst on June 7, 2023. Id. ¶ 86.
30 Id. ¶¶ 63, 77.
31 Id. ¶ 84.
32 Id. ¶ 88.
33 Ex. 20.
6
Special Committee reviewed preliminary valuation materials from Morgan Stanley
and Goldman Sachs. 34 It also approved a long-term financial plan prepared by
management for use in the sales process. 35 After disappointing preliminary Q2 2023
financial results, the Special Committee extended the bid deadline to August 10,
2023. 36
D. Joshi Becomes Senior Advisor to Insight and Bids Decline Amid
Disappointing Quarterly Results
On July 19, Qatalyst sent revised bid letters to the active parties in the sales
process. 37 The same day, Alteryx director Joshi emailed Lal, the Company’s CLO,
informing him that she was starting a new role as a Senior Advisor to Insight. 38 Joshi
separately emailed Warmenhoven, the Special Committee’s chair, sharing the same
news two days later. 39
On August 7, the Company reported its Q2 earnings, showing that its quarterly
annualized recurring revenue (“ARR”) fell $13 million below Wall Street consensus
estimates. 40 As a result, the Company lowered its FY 2023 revenue guidance, and its
34 Compl. ¶ 89, n.117. The valuation materials were based on “models provided by management.” Id.
35 Id. ¶ 99.
36 Id. ¶¶ 95, 101.
37 Id. ¶ 115.
38 Id.
39 Id. ¶ 116; Ex. 60.
40 Compl. ¶ 103; Proxy at 53.
7
stock price took a significant hit—declining from $37.62 to $30.87 per share. 41
Following the earnings release, participants in the sales process either dropped out
or lowered their proposals. 42 One party (Sponsor A) submitted a revised proposal at
$45.00 per share; a second party (Sponsor H) “signaled interest in the high $40s and
low $50s;” and a third party (Sponsor G) “signaled interest in partnering with another
firm for a price in the $50s.” 43 Clearlake indicated that it was unlikely to submit a
proposal at a valuation of $50.00 per share. 44 On August 21, the Special Committee
learned from Warmenhoven that Stoecker was not interested in a rollover of his
equity in a sale. 45
On August 22, Lal emailed Maudlin to request approval of a “Related-Party
Transaction” in Maudlin’s capacity as Audit Committee Chair. 46 In his email, Lal
41 Compl. ¶ 103.
42 Id. ¶ 108.
43 Id.; Proxy at 53–54.
44 Compl. ¶ 108.
45 Id. ¶ 114; Ex. 31.
46 Compl. ¶ 118; Ex. 63; see Ex. 65 at -3472 (defining “Related Party Transaction” as
“any transaction or series of transactions involving the Company and a security holder known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities (the ‘Related Stockholder’), irrespective of the amounts involved[.]”) (bolding and italics omitted).
8
disclosed Horing’s position as a Managing Director at Insight and Johi’s position as
a Senior Advisor to Insight. 47 Maudlin approved. 48
E. Insight Enters the Sales Process
On August 23, Insight joined the ranks of bidders, expressing to Warmenhoven
and Qatalyst its interest in acquiring Alteryx. 49 At a Special Committee meeting that
day, the Special Committee discussed Horing’s role at Insight. 50 The Board then met
later that day without Horing. 51 The meeting minutes note that Horing was absent
due to Insight’s “possible interest in [] a transaction.” 52
On August 28, Alteryx entered into a “confidentiality agreement” with
Insight. 53 The Company then granted Insight representatives access to due diligence
information. 54
47 Compl. ¶ 118; Ex. 63. Horing was also a co-founder of Insight. Compl. ¶ 42.
48 Ex. 63.
49 Compl. ¶ 120.
50 Id. ¶ 124.
51 Id. ¶ 126.
52 Ex. 6.; Compl. ¶ 126.
53 Compl. ¶ 128.
54 Id. ¶ 128; Proxy at 56.
9
F. Clearlake Re-engages, and STG Enters the Sales Process After a
Reuters Report
Shortly after Insight entered the sales process, news of a possible sale leaked
in a Reuters news report on September 6. 55 The Reuters report stated that Insight,
“an early investor in Alteryx which has retained a 1.5% stake in the company and
representation on its board of directors, has recused itself from the sale deliberations
because of its interest as a potential acquirer.” 56 The report also stated that Stoecker
was considering rolling over his 11.5 percent equity stake, through which he held
majority voting control due to his Class B stock. 57 The public disclosure of the sales
process established an unaffected stock price of $30.39 per share of Class A stock. 58
About two weeks after publication of the Reuters report, Clearlake re-engaged
in discussions regarding a potential acquisition. And, on September 28, 2023,
Symphony Technology Group (“STG”) contacted Qatalyst to express interest in
acquiring Alteryx, stating its awareness of the sales process based on media reports. 59
55 Compl. ¶¶ 134–35 (citing Milana Vinn, Exclusive: Business Software Company Alteryx Explores Sale – Sources, Reuters (Sept. 6, 2023), https://www.reuters.com/technology/ business-software-company-alteryx-explores-sale-sources-2023-09-06/).
56 Vinn, supra note 55.
57 Id.
58 Compl. ¶¶ 12, 251.
59 Id. ¶ 140 (citing Proxy at 58–59).
10
G. The Special Committee Revises the Bid Deadline, and Maudlin and Lal
Disclose Ties to Insight and Clearlake
With Insight’s entry and Clearlake’s re-engagement, the Special Committee
set a new bid deadline and learned of additional potential conflicts. At the October
2, 2023 meeting, the Special Committee discussed STG’s expression of interest and
authorized STG’s access to due diligence information. 60 The Special Committee also
set a new date of October 17 for parties to submit revised proposals. 61 At the meeting,
Maudlin also disclosed that “he has in the past, and currently does, sit on various
boards of directors with various principals of Insight Partners.” 62 Lal then disclosed
that “he has a personal relationship with a senior principal of Clearlake Capital.” 63
The minutes note that the Special Committee “determined to further assess these
relationships at a subsequent meeting.” 64
The next day, Qatalyst sent new bid process letters to Clearlake, Insight, STG,
and four other parties, requesting non-binding, indicative acquisition proposals no
later than October 17, 2023. 65 Clearlake and Insight responded by separately
60 Id. ¶¶ 141, 144.
61 Id. ¶ 144.
62 Id. ¶ 142.
63 Id.
64 Ex. 38.
65 Compl. ¶ 144.
11
requesting that they be permitted to work together. 66 The Special Committee
authorized the request. 67 Morgan Stanley and Goldman Sachs served as the financial
advisors to Insight and Clearlake. 68
H. The Special Committee Receives New Proposals, Maudlin Resigns,
and Lal Discloses Clearlake Investment
The Special Committee received only two proposals in response to the midOctober request for updated, non-binding acquisition proposals. STG submitted a
“written, non-binding proposal to acquire Alteryx” for cash at a valuation range of
$51 to $56 per share. 69 Later that day, STG verbally revised its proposal to $53 to
$58 per share. 70 Two days after the October 17 deadline, Clearlake and Insight
submitted a “written, non-binding proposal to acquire Alteryx for $41.50 in cash per
share.” 71 That same day, Sponsor A—the other interested party that had received a
bid instruction letter—withdrew from the sales process. Representatives of Sponsor
A noted that they could not support an acquisition proposal above $40 per share,
citing financial and operational concerns. 72
66 Id. ¶ 145.
67 Id. ¶ 146.
68 Id. ¶ 218.
69 Proxy at 60; Compl. ¶ 151.
70 Compl. ¶ 151.
71 Proxy at 60; Compl. ¶ 152.
72 Compl. ¶¶ 151–52; see also Proxy at 60; Ex. 39.
12
The Special Committee met shortly thereafter to discuss the new proposals as
well as potential conflicts. The Special Committee provided STG more time for due
diligence and to explore equity financing sources, but determined not to allow STG to
work with potential debt financing sources given the increased risk of leaks. 73 The
Special Committee also determined to inform Clearlake and Insight that their
proposal was “inadequate given STG’s much higher proposal.” 74 The Special
Committee also discussed Maudlin’s disclosure that “he has served on 13 boards of
directors of companies in which Insight Partners had invested and/or on which a
representative of Insight Partners also served on the board of directors.” 75 At the
Special Committee meeting six days later, Maudlin resigned from the committee.76
After Maudlin left, Lal reminded the Special Committee about his previously
disclosed personal relationship with a senior principal of Clearlake and disclosed that
he held an “investment in one of Clearlake Capital’s funds.” 77 The now-two-member
Special Committee, consisting of Cory and Warmenhoven, determined that Lal’s
relationships with Clearlake “did not affect [his] independen[ce],” but determined
73 Compl. ¶ 156–57; Ex. 39 at -1786.
74 Compl. ¶ 154.
75 Id. ¶ 153.
76 Id. ¶ 163.
77 Id. ¶ 164.
13
that Lal should recuse himself from future executive sessions of the Special
Committee. 78
On November 1, the Audit Committee, consisting of Maudlin, Morken, and
Cory, reviewed Joshi’s and Horing’s roles at Insight as part of the committee’s review
and approval process for “Related Party Transactions” that Maudlin had “preapproved on August 21 and October 6.” 79 At the meeting, Lal responded to questions
from the members, after which the Audit Committee “approved and ratified the
transactions.” 80
I. The Sales Process Proceeds, and STG Lowers Its Bid
On November 9, STG submitted a revised proposal of $50 per share, with a
targeted signing date of December 4. 81 The Special Committee met the same day and
decided to inform STG that it would need to improve its proposal. 82 To do so, the
Special Committee allowed STG to seek additional equity financing and third-party
debt financing sources, as well as negotiate terms of a merger agreement. 83 The
Special Committee directed the parties to continue in due diligence and in their
78 Id. ¶ 166; Ex. 5 at -1789.
79 Ex. 65; see also Ex. 61.
80 Ex. 65; see also Ex. 61.
The Board met the same day. Horing recused himself from
the portion of the meeting discussing the sales process. Compl. ¶ 169.
81 Compl. ¶¶ 174–75.
82 Id. ¶ 177.
83 Id.
14
efforts to obtain financing. 84 On November 28, the Special Committee directed
Qatalyst to negotiate for a higher proposal from STG, and to inform Insight and
Clearlake that they were “meaningfully behind on timing and value of another
potentially fully financed bid.” 85
On November 29, Insight and Clearlake increased their proposal to $43.50 per
share—a $2 per share increase over their prior proposal of $41.50. 86 But, not long
after, STG began expressing uncertainty about the Company’s ability to meet its ARR
forecasts and wanted to defer discussions “on the value of its offer.” 87
On December 8, STG lowered its proposal to $47 per share. 88 The next day,
the Special Committee directed Qatalyst to inform both parties to provide a “best and
final” proposal. 89 The committee also directed Warmenhoven to determine whether
Stoecker would support a sale at STG’s proposed $47 per share price. 90 Stoecker
84 Compl. ¶177; see also Ex. 43.
That same day, Sponsor A sought to re-engage in the
sales process after withdrawing from consideration of an acquisition at the October bid deadline. Compl. ¶ 181. It proposed acquiring the Company for cash in the “low $40s” per share but made “clear” that it would not go above “$45.00” per share. Id. The Special Committee decided not to re-engage in discussions with Sponsor A. Id. ¶ 184.
85 Compl. ¶¶ 179–80.
86 Id. ¶ 182.
87 Id. ¶ 185.
88 Ex. 48; see Compl. ¶ 188.
89 Compl. ¶ 189.
90 Id. ¶ 190.
15
indicated his support for a sale at $47 per share, and confirmed that he was not
interested in rolling over his shares. 91
J. Clearlake and Insight Raise Their Bid, and STG Withdraws
On December 12, Insight and Clearlake increased their $43.50 per share
proposal to $47 per share. 92 Insight and Clearlake indicated that they could sign
definitive agreements within one to two days. 93 The next day, the Special Committee
directed Insight and Clearlake to submit an offer of at least $50 per share, while
simultaneously requesting a “best and final” proposal from STG. 94
Reuters then published another report on December 14. The report provided
that the Company was involved in “advanced talks” with Insight and Clearlake for
an acquisition at a value of “more than $50 per share in cash.” 95 It identified
“Symphony Technology Group (STG) . . . as vying for Alteryx and could still try to
91 Id. ¶ 192.According to the Special Committee meeting minutes, Stoecker indicated “that, as between STG and [Clearlake and Insight], he would support a sale of the Company to the party with the highest price.” Ex. 50.
92 Compl. ¶ 193.
93 Id.
94 Id. ¶ 194. Plaintiffs also quote the minutes for the December 13, 2023 Special Committee meeting as providing: “It was agreed that, out of an abundance of caution, Mr. Lal would speak with Mr. Stoecker to remind him of the importance of the Committee and Qatalyst leading any communications with STG and [Insight/Clearlake].” Id. ¶ 195 (quoting Ex. 50).
95 Id. ¶ 196 (citing Milana Vinn & Anirban Sen, Exclusive: Insight, Clearlake Close in
on $5 Billion Deal for Software Firm Alteryx – Sources, Reuters (Dec. 14, 2023), https://www.reuters.com/markets/deals/insight-clearlake-close-5-bln-deal-businesssoftware-firm-alteryx-sources-2023-12-14/).
16
clinch a deal.” 96 STG withdrew from the sales process the day that the Reuters article
came out. 97 Insight and Clearlake raised their proposal to $48.25 per share. 98
K. The Proxy Statement and Merger
On December 18, with Clearlake and Insight as the sole remaining bidder, the
Special Committee recommended, and the Board approved, a merger of Alteryx with
funds affiliated with Clearlake and Insight (“Merger”) at a price of $48.25 per share—
a 59 percent premium to the unaffected stock price as of September 5, 2023. 99 Each
share of Class A and Class B stock of the Company “issued and outstanding
immediately prior to” closing would be “automatically converted into the right to
receive cash in an amount equal to $48.25.” 100 The transaction involved Alteryx
merging into “affiliates of investment funds managed by” Clearlake and Insight. 101
Maudlin and Horing recused themselves from the Board meeting and vote. 102
Stoecker, as Board chairman, voted for the Merger. 103 Stoecker did not roll over his
96 Vinn & Sen, supra note 95.
97 Compl. ¶ 197.
98 Id. ¶¶ 199–200.
99 Exs. 54–55, Compl. ¶¶ 212–14.
100 Ex. 54; see also Ex. 55.
101 Proxy at 3.
102 Compl. ¶ 213.
103 Id.; Ex. 55.
17
shares in the Merger, nor did he receive any consideration or benefit different from
the Company’s stockholders generally.
On February 9, 2024, the Company issued its definitive proxy statement
recommending that stockholders approve the Merger (“Proxy”). Stoecker executed a
voting agreement to vote in favor of the Merger. 104 His vote accounted for 49.7% of
the voting power of all issued and outstanding shares of common stock. 105
Stockholders approved the Merger on March 13, 2024, with 97.7% of the votes in
favor. 106 The Merger closed shortly afterward.
L. This Litigation
Plaintiffs Wisconsin Laborers’ Pension Fund and Mark B. Nardella initiated
this action on March 10, 2025. Plaintiffs assert claims for breach of fiduciary duty
against Joshi, Maudlin, Cory, and Horing (“Director Defendants”) (Count I); against
Stoecker, solely in his capacity as the Company’s controlling stockholder (Count II);
and against Lal as a Company officer (Count III). Plaintiffs also assert a claim for
aiding and abetting against Insight (Count IV). 107
104 Compl. ¶ 217.
105 Id.
106 Id.; Ex. 56 (Alteryx, Inc., Form 8-K (March 13, 2024) (“[T]here were 72,271,128
shares of Alteryx’s capital stock issued, outstanding and entitled to vote [on the Merger], consisting of 64,386,678 shares of Alteryx’s Class A common stock and 7,884,450 shares of Alteryx’s Class B common stock. Each share of Class A common stock was entitled to one vote . . . , and each share of Class B common stock was entitled to ten votes . . . .”). The results for the vote were 119,505,927 votes in favor, 2,730,818 opposed, and 34,034 abstentions. Id.
107 Fifteen days after Plaintiffs filed their Complaint, the Governor of Delaware signed
Substitute No. 1 to Senate Bill No. 21 (“SB 21”) into law, amending Sections 144 and 220 of
18
Defendants moved to dismiss under Court of Chancery Rule 12(b)(6). 108 The
Court heard argument on April 17, 2026. 109
II. LEGAL ANALYSIS
“The standards governing a motion to dismiss for failure to state a claim are
well settled: (i) all well-pleaded factual allegations are accepted as true; (ii) even
vague allegations are ‘well-pleaded’ if they give the opposing party notice of the claim;
(iii) the Court must draw all reasonable inferences in favor of the non-moving party;
and (i[v]) dismissal is inappropriate unless the ‘plaintiff would not be entitled to
recover under any reasonably conceivable set of circumstances susceptible of
proof.’” 110
“In deciding a motion to dismiss under Rule 12(b)(6),” the Court need not
“accept as true conclusory allegations ‘without specific supporting factual
allegations.’” 111 “Moreover, a trial court is required to accept only those ‘reasonable
the Delaware General Corporation Law. See 85 Del. Laws Ch. 6. About a year later, the Delaware Supreme Court upheld SB 21’s constitutionality in Rutledge v. Clearway Energy Grp. LLC., 360 A.3d 1271 (Del. 2026).
108 Dkts. 12, 13–14.
109 Dkts. 38, 39.
110 Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002) (quotation omitted).
111 In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting
In re Santa Fe Pac. Corp. S’holder Litig., 669 A.2d 59, 65–66 (Del. 1995)).
19
inferences that logically flow from the face of the complaint’ and ‘is not required to
accept every strained interpretation of the allegations proposed by the plaintiff.’” 112
A. Count I: Breach of Fiduciary Duty Against the Director Defendants
Plaintiffs allege that the Director Defendants breached their fiduciary duties
in connection with the Merger. “A court applying Delaware law evaluates fiduciaries’
conduct through a standard of review.” 113 “When a defendant moves to dismiss a
claim for breach of fiduciary duty, the standard of review supplies a gating and often
dispositive issue.” 114 “Delaware law has three standards of review: business
judgment, enhanced scrutiny, and entire fairness.” 115
Plaintiffs argue that enhanced scrutiny applies because the Merger was a
change-of-control transaction. 116 “For transactions involving a change of control, the
presumptive standard of review is enhanced scrutiny under Revlon and its
progeny.” 117
112 Id. (quoting Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001)).
113 Clair v. KnowBe4, Inc., 2026 WL 1481979, at *14 (Del. Ch. May 27, 2026) (citing
Chen v. Howard-Anderson, 87 A.3d 648, 666 (Del. Ch. 2014) and In re Trados Inc. S’holder Litig., 73 A.3d 17, 35–36 (Del. Ch. 2013)).
114 Id.
115 Id. (citing Chen, 87 A.3d at 666).
116 Pls. AB at 45–46.
117 Drakes Landing Assocs., L.P. v. Tilden Park Cap. Mgmt., L.P., 2026 WL 2185439,
at *5 (Del. Ch. July 29, 2026) (citing Firefighters’ Pension Sys. of City of Kansas City, Missouri Tr. v. Presidio, Inc., 251 A.3d 212, 249 (Del. Ch. 2021) and Paramount Commc’ns Inc. v. QVC Network Inc., 637 A.2d 34, 45 (Del. 1994)).
20
Under the Delaware Supreme Court’s well-known decision in Corwin v. KKR
Financial Holdings LLC, “the effect of the uncoerced, informed stockholder vote is
outcome-determinative, even if Revlon applie[s] to the [transaction].” 118 Such is the
case here, as is explained below.
1. Corwin
“Corwin cleansing is available only if the transaction is not subject to the entire
fairness standard ab initio.” 119 “[E]ntire fairness review will apply ab initio” when a
“controller stands on both sides of the deal” or when “the controller stands on only
one side but competes with the common stockholders for consideration.” 120 “[W]hen
a transaction not subject to the entire fairness standard is approved by a fully
informed, uncoerced vote of the disinterested stockholders, the business judgment
rule applies.” 121 “In the absence of a controlling stockholder that extracted personal
benefits, the effect of disinterested stockholder approval of the [transaction] is review
under the irrebuttable business judgment rule[.]” 122 In other words, “[w]hen a
transaction has been approved by a majority of disinterested stockholders in a fully
118 125 A.3d at 308.
119 Harcum v. Lovoi, 2022 WL 29695, at *11 (Del. Ch. Jan. 3, 2022) (citing Larkin v.
Shah, 2016 WL 4485447, at *13 (Del. Ch. Aug. 25, 2016)).
120 Larkin, 2016 WL 4485447, at *8 (internal quotation marks omitted).
121 Corwin, 125 A.3d at 309.
122 Larkin, 2016 WL 4485447, at *1.
21
informed and uncoerced vote, the business judgment rule applies and ‘insulates the
transaction from all attacks other than on grounds of waste[.]’” 123
a. The Merger Was Not a Controller-Conflicted Transaction
Defendants argued extensively in their opening brief that Corwin cleansing is
available because Stoecker did not stand on both sides of the deal and did not receive
a non-ratable benefit. 124 Plaintiffs did not respond to those arguments in resisting
the application of Corwin. Instead, they argued that Corwin could not apply “because
the Merger was not ‘approved by a fully informed, uncoerced majority of the
disinterested stockholders.’” 125 Defendants thus assert that, as to the threshold
question of Corwin’s availability, “Plaintiffs’ abandonment of this [controller-conflict]
theory is dispositive because ‘[i]ssues not briefed are deemed waived.’” 126 Defendants
present a significant argument for waiver on this point. But Defendants also
recognize that Plaintiffs argue separately in their answering brief that Stoecker faced
conflicts in the Merger and breached his fiduciary duties as a controlling
stockholder. 127 This analysis proceeds by addressing those separate arguments in
123 Chester Cnty. Ret. Sys. v. Collins, 165 A.3d 286, 286 n.1 (Del. 2017) (emphasis
added).
124 Defs. OB at 29–34.
125 Pls. AB at 29 (quoting Corwin, 125 A.3d at 306).
126 Reply Brief in Further Support of Defendants Anjali Joshi, Timothy I Maudlin,
Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal’s Motion to Dismiss the Verified Class Action Complaint (Dkt. 28) (“Defs. RB”) at 4 (quoting Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999)).
127 Id. at 4 n.5.
22
determining whether the Merger constituted a controller-conflicted transaction and,
consequently, whether Corwin cleansing is available.
Plaintiffs argue—across two paragraphs in their answering brief—that they
state a claim against Stoecker as a controlling stockholder because “Stoecker initiated
a sales process to secure a non-ratable benefit (i.e., to sell before the looming sunset
of his Class B shares) and steered the process in favor of his longtime business
partner, Insight.” 128 In other words, Plaintiffs argue that they plead a claim against
Stoecker as a controller based on a quasi “fire sale” theory, and because Stoecker
“used his power as Alteryx’s controlling stockholder to secure his preferred deal.” 129
Neither theory is supported by the Complaint’s allegations.
Plaintiffs do not plead facts supporting a reasonable inference of a “fire sale”
theory. Stoecker received the same consideration as the other stockholders. He did
not receive any more cash for his Class B shares. Nor did he receive any different
form of consideration—he did not roll over his equity or secure a post-closing role with
the Company. In such scenarios, the Court views fire sale or liquidity theories “with
marked skepticism, characterizing them as ‘unusual,’ ‘counterintuitive,’ and
‘aggressive.’” 130 A “fire sale” theory “ask[s] the Court to make an extraordinary
128 Pls. AB at 59–60.
129 Id. at 60.
130 Larkin, 2016 WL 4485447, at *16 (Del. Ch. Aug. 25, 2016) (citing Synthes, 50 A.3d
at 1034–35).
23
inference: that rational economic actors have chosen to short-change themselves.” 131
As the Court explained in Synthes:
It may be that there are very narrow circumstances in which a
controlling stockholder’s immediate need for liquidity could constitute a
disabling conflict of interest irrespective of pro rata treatment. Those
circumstances would have to involve a crisis, fire sale where the
controller, in order to satisfy an exigent need (such as a margin call or
default in a larger investment) agreed to a sale of the corporation
without any effort to make logical buyers aware of the chance to sell,
give them a chance to do due diligence, and to raise the financing
necessary to make a bid that would reflect the genuine fair market value
of the corporation. 132
Plaintiffs have not pled any such facts here. Plaintiffs do not plead facts supporting
a reasonable inference that Stoecker faced some exigent circumstance requiring “fast
cash.” 133
Plaintiffs argue that Stoecker was motivated to secure a deal sooner by a nearterm loss of control that would result from conversion of his Class B shares to Class
A shares. This theory is contradicted by Plaintiffs’ own allegations and the
documents incorporated into the Complaint by reference. As Plaintiffs recognize,
“[t]he Company’s analysis reassured Stoecker that the critical 10% threshold ‘won’t
be reached before March 2027,’ when the Class B shares were scheduled to
automatically convert regardless of the 10% threshold.” 134 Given multiple years
131 Id.
132 Synthes, 50 A.3d at 1036.
133 Larkin v. Shah, 2016 WL 4485447, at *17 (Del. Ch. Aug. 25, 2016).
134 Compl. ¶ 40 (quoting Ex. 8).
24
would pass before the conversion, it is not a reasonable inference that Stoecker was
incentivized to push through a deal because of a near-term loss of control.
Even if there were some imminent threat to Stoecker’s controlling stake,
Plaintiffs do not allege that Stoecker did anything to influence the process or push a
deal through more quickly. Indeed, Plaintiffs allege that in discussing Sponsor A’s
offer of $45.00, Stoecker “made clear his expectation that the Special Committee
should seek to improve the value of [Sponsor A’s $45.00 per share offer.]” 135 This
would obviously require more time than accepting the initial offer. Plaintiffs offer no
well-pled facts that would support a reasonable inference that Stoecker rushed the
process in any way.
Plaintiffs’ allegations also belie the argument that Stoecker “used his power as
Alteryx’s controlling stockholder to secure his preferred deal.” 136 The Complaint
alleges that, after expressing support for the Sponsor A deal, Stoecker “expressed his
willingness to support . . . a potential sale of Alteryx at the [$47.00 per share]
valuation set forth in [STG’s] proposal.” 137 And later, Plaintiffs allege that
“Warmenhoven spoke with Stoecker, who ‘confirmed his willingness to support . . . a
potential sale of Alteryx at the valuation set forth in the [Insight/Clearlake’s $48.25
135 Id. ¶ 113 (quoting Proxy at 55).
136 Pls. AB at 60.
137 Compl. ¶ 192 (quoting Proxy at 64–65).
25
proposal].’” 138 So according to Plaintiffs’ own allegations, Stoecker was willing to
support a deal with Sponsor A, STG, and Insight and Clearlake. This belies Plaintiffs’
argument that Stoecker exercised his controlling stake to steer the deal toward any
particular bidder.
Plaintiffs have failed to allege that the transaction was controller-conflicted.
Accordingly, entire fairness does not apply ab initio, and Corwin cleansing is
available.
b. Plaintiffs Fail to Plead the Stockholder Vote Was Coerced
Plaintiffs do not adequately allege that the stockholder vote was coerced. As
Defendants point out in their opening brief, “[a]t most, [Plaintiffs] allege in passing
that ‘Stoecker’s virtual unilateral approval of the Merger forced Alteryx’s
stockholders into accepting a transaction that undervalued their shares.’” 139
Defendants argue that “the mere presence of a controller, even one with majority
voting power, does not make a vote coercive.” 140 Plaintiffs do not respond, thus
waiving any argument to the contrary. 141
138 Id. ¶ 205 (quoting Proxy at 66).
139 Defs. OB at 34–35 (quoting Compl. ¶ 14).
140 Id. at 35 (citing Harcum, 2022 WL 29695, at *12, *18, *23).
141 See Emerald P’rs, 726 A.2d at 1224.
26
c. Plaintiffs Fail to Plead the Stockholder Vote Was
Uninformed
To resist the application of Corwin, Plaintiffs argue that the stockholder vote
was not fully informed. “Under Delaware law, when directors solicit stockholder
action, they must ‘disclose fully and fairly all material information within the board’s
control.’” 142 “‘Material’ does not mean ‘everything.’” 143 “An omitted fact is material
if there is a substantial likelihood that a reasonable [stock]holder would consider it
important in deciding how to vote.” 144 “Notably, the standard ‘does not require proof
of a substantial likelihood that disclosure of the omitted fact would have caused the
reasonable investor to change his vote,’ but instead asks whether there is ‘a
substantial likelihood that the disclosure . . . would have been viewed by the
reasonable investor as having significantly altered the “total mix” of information
made available.’” 145 “Redundant facts, insignificant details, or reasonable
142 In re Anaplan, Inc. S’holders Litig., 2024 WL 3086013, at *7 (Del. Ch. June 21,
2024), aff’d, 339 A.3d 694 (Del. 2025) (quoting In re Solera Hldgs., Inc. S’holder Litig., 2017 WL 57839, at *9 (Del. Ch. Jan. 5, 2017)).
143 Teamsters Loc. 677 Health Servs. & Ins. Plan v. Martell, 2023 WL 1370852, at *10
(Del. Ch. Jan. 31, 2023).
144 Rosenblatt v. Getty Oil Co., 493 A.2d 929, 944 (Del. 1985) (quoting TSC Indus., Inc.
v. Northway, Inc., 426 U.S. 438, 449 (1976)).
145 Anaplan, 2024 WL 3086013, at *7 (quoting Rosenblatt, 493 A.2d at 944).
27
assumptions need not be disclosed.” 146 “Nor is information material simply because
‘it would be helpful, or interesting’ to stockholders.” 147
“Plaintiff[s] bear the burden of pleading a disclosure violation and ‘must
demonstrate a substantial likelihood that, under all the circumstances, the omitted
fact would have assumed actual significance in the deliberations of a reasonable
stockholder.’” 148 “Once Plaintiff[s] ha[ve] identified a deficiency, the burden shifts to
Defendants, who must ‘establish that the alleged deficiency fails as a matter of
law.’” 149
Plaintiffs argue that the stockholder vote was not fully informed based on four
alleged disclosure deficiencies. As explained below, none of the alleged deficiencies
renders the stockholder vote uninformed.
i. Joshi’s Alleged Conflict
Plaintiffs allege that the Proxy failed to disclose Joshi’s role as a Senior Advisor
to Insight and that the Board failed to manage that alleged conflict. 150 To plead a
disclosure deficiency based on a fiduciary’s conflict of interest, a plaintiff must “allege
146 In re Merge Healthcare Inc., 2017 WL 395981, at *9 (Del. Ch. Jan. 30, 2017).
147 Anaplan, 2024 WL 3086013, at *7 (quoting Merge Healthcare, 2017 WL 395981, at
*9).
148 Id. (quoting Loudon v. Archer-Daniels-Midland Co., 700 A.2d 135, 143 (Del. 1997)).
149 Id. (quoting Solera, 2017 WL 57839, at *8).
150 Compl. ¶¶ 229–36.
28
facts that support a reasonable inference of a divergent interest, regardless of the
source, that rises to the level of a disabling conflict.” 151
“Delaware law presumes directors are independent and disinterested.” 152
“[T]he [Delaware] Supreme Court has made clear that a plaintiff seeking to show that
a director was not independent must meet a materiality standard, under which the
court must conclude that the director in question’s material ties to the person whose
proposal or actions she is evaluating are sufficiently substantial that she cannot
objectively fulfill her fiduciary duties.” 153
Defendants argue that Plaintiffs failed to plead Joshi’s role as Senior Advisor
to Insight was material to Joshi. In response, Plaintiffs argue that they “are not
required at the motion to dismiss stage to plead evidence to sustain a finding of a lack
of independence[.]” 154 Instead, Plaintiffs contend that they need only show they have
a “reasonable belief that [Joshi] lacks independence[,]” citing as support this Court’s
decision in In re EZCORP Inc. Consulting Agreement Derivative Litigation. 155 It is
perhaps ironic that, in arguing Alteryx’s Proxy omitted material information,
151 Kihm v. Mott, 2021 WL 3883875, at *19 (Del. Ch. Aug. 31, 2021) (quoting Firefighters’ Pension Sys. of City of Kansas City, Missouri Tr. v. Presidio, Inc., 251 A.3d 212, 256 (Del. Ch. 2021), aff’d, 276 A.3d 462 (Del. 2022)).
152 KnowBe4, 2026 WL 1481979, at *15.
153 In re MFW S’holders Litig., 67 A.3d 496, 509 (Del. Ch. 2013) (citation omitted), aff’d
sub nom. Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014).
154 Pls. AB at 43.
155 Id.(quoting In re EZCORP Inc. Consulting Agreement Deriv. Litig., 2016 WL 301245, at *33 (Del. Ch. Jan. 25, 2016)) (internal quotation marks omitted).
29
Plaintiffs themselves omit the rest of the standard articulated by the Court in
EZCORP. In the portion of the case quoted by Plaintiffs, the Court was explaining
what it means to raise a “reasonable doubt” as to a director’s independence for
demand excusal purposes under Rule 23.1. Following Plaintiffs’ snipped quotation,
the Court went on to explain that “[t]he concept of reasonable belief is an objective
test” and cannot be “based on mere suspicion or stated solely in conclusory terms.” 156
More fundamentally, Plaintiffs misconstrue the Court’s explanation of the
“reasonable doubt” test to mean that they need not plead facts supporting a
reasonable inference that the alleged conflict was material to the director in question.
Plaintiffs ignore that the Court in EZCORP considered the materiality of alleged
conflicts in making its independence conclusions. 157
Here, Plaintiffs rely solely on Joshi’s role as Senior Advisor to Insight to argue
that she was conflicted. Plaintiffs fail to allege facts supporting a reasonable
inference that Joshi’s Senior Advisor role was “of a sufficiently material importance,
in the context of [her] economic circumstances, as to have made it improbable that
[Joshi] could perform her fiduciary duties . . . without being influenced by her
156 EZCORP, 2016 WL 301245, at *33.
157 See id. at *38 (“Given receives advisory fees from EZCORP and its affiliates through LPG Limited (HK), his personal entity. LPG received $740,000 between October 1, 2012 and June 19, 2014. LPG received another $120,000 since July 1, 2013 for consulting work on behalf of Cash Converters. The monetary amounts support a reasonable inference that Given is beholden to Cohen.”).
30
overriding personal interest[.]” 158 Plaintiffs do not plead the amount of compensation
Joshi received, let alone put that compensation into context. 159 Plaintiffs do not
dispute that Joshi is a “former Vice President of Google who serves as a director or
consultant to ‘several private companies.’” 160 Yet, they fail to explain why Joshi’s
role as Senior Advisor to Insight would be of material importance to her. 161 In
Plaintiffs’ preferred parlance, they have failed to plead non-conclusory facts that
would support an objective, “reasonable belief that [Joshi] lacks independence.”
158 KnowBe4, 2026 WL 1481979, at *15 (quoting In re Gen. Motors Class H S’holders
Litig., 734 A.2d 611, 617 (Del. Ch. 1999)) (internal quotation marks omitted).
159 See id. at *16 (“In this circumstance, both the overall rollover, and the size of the
director’s stake in the rollover stockholder, would need to be sufficiently sizeable to create conflicting economic incentives for an otherwise independent director.”); Harcum, 2022 WL 29695, at *21 (“Although advisor conflicts should be disclosed, a plaintiff must provide sufficient facts to establish that the conflict or potential conflict was material.”).
160 Defs. OB at 36–37 (quoting Ex. 4 at 7).
161 Id. at 36. Plaintiffs argue that Defendants applied the wrong standard, citing City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc. for the proposition that even potential conflicts must be disclosed, not just material conflicts that would impair the director’s objective judgment. Pls. AB at 33 & n.189. In advancing this argument, Plaintiffs omit part of the quoted decision, which makes clear that the Court in Inovalon was addressing potential conflicts of financial advisors: “Moreover, because of the central role played by investment banks in the evaluation, exploration, selection, and implementation of strategic alternatives, Delaware courts have required full disclosure of investment banker compensation and potential conflicts.” Inovalon, 319 A.3d 271, 292 (Del. 2024) (cleaned up). The Court emphasized that “[a] special committee’s advisor’s conflicts are uniquely important considerations for minority stockholders when deciding how to vote[.]” Id. Plaintiffs do not explain why Joshi’s alleged conflict would have been a “uniquely important consideration[]” for stockholders in deciding how to vote on the Merger. Indeed, as explained below, Joshi is not alleged to have played any role in the sales process and instead only voted to approve the Merger. Thus, Plaintiffs’ argument for a more stringent standard for the disclosure of conflicts is unpersuasive and also conflicts with case law addressing alleged disclosure deficiencies with respect to asserted director conflicts. See, e.g., KnowBe4, 2026 WL 1481979, at *15.
31
Defendants also invoke the heightened presumption of independence and
disinterestedness under Section 144(d)(2) of the Delaware General Corporation
Law. 162 As the Court recently explained in Ayers v. Foley, Section 144(d)(2)
“strengthen[s] the presumption of independence and disinterestedness when a
corporation has a class of stock listed on a national securities exchange and the board
determines that a director satisfies the exchange’s independence criteria.” 163 The
Court in Ayers held that “[t]he application of Section 144(d)(2) is not confined to the
safe harbors in Sections 144(a), (b), and (c). Section 144(d)(2) speaks in terms of a
‘heightened presumption of disinterestedness’ and the facts necessary to rebut that
presumption—not the insulation of conflicted transactions from monetary or
equitable relief.” 164
Section 144(d)(2) provides, in full:
Any director of a corporation that has a class of stock listed on a national
securities exchange shall be presumed to be a disinterested director with
respect to an act or transaction to which such director is not a party if
the board of directors shall have determined that such director satisfies
the applicable criteria for determining director independence from the
corporation and, if applicable with respect to the act or transaction, the
controlling stockholder or control group, under the rules (and
interpretations thereof) promulgated by such exchange (treating the
applicable controlling stockholder and control group as if the controlling
stockholder and control group were the corporation for purposes of
applying such criteria to determine independence from a controlling
stockholder or control group), which presumption shall
be heightened and may only be rebutted by substantial and
162 Defs. OB at 37.
163 --- A.3d ---, 2026 WL 1723538, at *9 (Del. Ch. June 15, 2026).
164 Id. at *10.
32
particularized facts that such director has a material interest in such
act or transaction or has a material relationship with a person with a
material interest in such act or transaction. 165
The Court explained in Ayers that “[t]he statute requires ‘substantial and
particularized facts’ demonstrating either ‘a material interest’ in a transaction or ‘a
material relationship’ with an interested person. The General Assembly’s focus on
materiality indicates that the facts must be significant enough to evidence a disabling
conflict.” 166 “[T]o overcome Section 144(d)(2)’s heightened presumption, a plaintiff
must plead specific, non-conclusory facts of sufficient qualitative significance to
support a reasonable inference of a material interest or relationship that would
impair the director’s objective judgment.” 167
Ayers applied Section 144(d)(2)’s heightened presumption in the demand
futility context—a context that has long required a plaintiff to plead with
particularity under Court of Chancery Rule 23.1. How Section 144(d)(2)’s reference
to “substantial and particularized facts” may interact with Rule 12(b)(6), and the
165 8 Del. C. § 144(d)(2).
166 Ayers, 2026 WL 1723538, at *11.
167 Id. See 8 Del. C. § 144(e)(7) (defining “[m]aterial interest” as “an actual or potential benefit, including the avoidance of a detriment, other than 1 which would devolve on the corporation or the stockholders generally, that (i) in the case of a director, would reasonably be expected to impair the objectivity of the director’s judgment when participating in the negotiation, authorization, or approval of the act or transaction at issue and (ii) in the case of a stockholder or any other person (other than a director), would be material to such stockholder or such other person.”); id. § 144(e)(8) (defining “[m]aterial relationship,” in relevant part, as “a familial, financial, professional, employment, or other relationship that (i) in the case of a director, would reasonably be expected to impair the objectivity of the director’s judgment when participating in the negotiation, authorization, or approval of the act or transaction at issue[.]”).
33
precise contours thereof, is an interesting question that need not be resolved here. 168
Instead, it is sufficient to acknowledge “[t]he General Assembly’s focus on
materiality” and that a plaintiff must plead “non-conclusory facts of sufficient
qualitative significance to support a reasonable inference of a material interest or
relationship” to overcome the statute’s heightened presumption. The Alteryx Board
determined that Joshi was independent under New York Stock Exchange criteria for
the fiscal year ended December 31, 2023. 169 Thus, Defendants argue that Joshi is
168 Under Delaware law, “the demand futility regime exists independent of the principles for analyzing Rule 12(b)(6) motions.” Firefighters’ Pension Sys. of City of Kansas City v. Found. Bldg. Mat’ls, Inc., 318 A.3d 1105, 1162 (Del. Ch. 2024) (citing In re Match Grp., Inc. Deriv. Litig., 315 A.3d 446, 469–70 (Del. 2024)). “Rule 23.1 governs the analysis of demand futility and requires that the complaint plead particularized facts supporting a director’s inability to consider a demand. When defendants move to dismiss a challenge to a transaction under Rule 12(b)(6), the notice pleading standard from Rule 8 applies.” Id. This raises an interesting question of how Section 144(d)(2)’s heightened presumption affects the pleading standard applicable under Rule 12(b)(6). The statute’s reference to a heightened presumption necessarily raises the threshold for what must be alleged to rebut the presumption for pleading stage purposes. Some might say that, to give the statute complete effect, the statute’s reference to “substantial and particularized facts” also operates at the Rule 12(b)(6) pleading stage to impose a particularity requirement that effectively collapses the distinction between Rule 23.1 and Rule 12(b)(6) as it relates to director disinterest and independence for qualifying directors.
169 Ex. 4 at 9 (“Our board of directors conducts an annual review of the independence
of our directors. In its most recent review, our board of directors determined that Charles R. Cory, Jeffrey L. Horing, Anjali Joshi, Timothy I. Maudlin, CeCe Morken, Eileen M. Schloss and Daniel J. Warmenhoven, representing seven of our eight directors, are ‘independent directors’ as defined under the applicable rules, regulations and listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC.”).
34
entitled to Section 144(d)(2)’s heightened presumption of independence and
disinterestedness. 170 Plaintiffs do not argue otherwise. 171
Plaintiffs have failed to plead facts rebutting Section 144(d)(2)’s heightened
presumption. They do not allege that Joshi had some interest in the Merger, let alone
a material one that would impair her objective judgment. Plaintiffs rely solely on
Joshi’s role as Senior Advisor to Insight to allege that Joshi was conflicted, but, as
explained above, they do not allege facts supporting a reasonable inference that
Joshi’s Senior Advisor position was material to her. The cases Plaintiffs cite in
support of their argument that Joshi’s role created a disabling conflict all involve dual
fiduciaries. 172 But Plaintiffs do not allege that Joshi owed fiduciary duties to Insight.
170 Defs. OB at 37.
171 See Emerald P’rs, 726 A.2d at 1224. Indeed, Plaintiffs make no response to Defendants’ arguments that Section 144(d)(2) applies here, including no challenge to Defendants’ argument that the Board’s determinations qualify as Section 144(d)(2)-compliant independence determinations. To the extent this concept is to be examined further, such exploration must await future decisions in other cases.
172 See Pls. AB at 32 n.183 (citing Calesa Assocs., L.P. v. Am. Cap., Ltd., 2016 WL
770521, at *11 (Del. Ch. Feb. 29, 2016) (“With respect to Hahl, the Plaintiffs allege that he, in addition to serving on [the company’s] Board, also served on the board of American Capital starting in 1996. Hahl is thus a class dual fiduciary, with duties to both sides in the Transaction.”); Trados, 73 A.3d at 46–47 (“If the interests of the beneficiaries to whom the dual fiduciary owes duties are aligned, then there is no conflict. But if the interests of the beneficiaries diverge, the fiduciary faces an inherent conflict of interest.”)); Pls. AB at 41 n.215 (citing Calesa, 2016 WL 770251, at *11; Presidio, 251 A.3d at 284 (“[T]he Apollo Directors . . . were affiliated with Apollo. These directors therefore faced the ‘dual-fiduciary problem’ identified in Weinberger v. UOP, Inc., in which the Delaware Supreme Court held that ‘[t]here is no dilution of [fiduciary] obligation’ when a director holds ‘dual or multiple’ fiduciary positions[.]”)); Pls. AB at 41 n.216 (citing Manti Hldgs., LLC v. Carlyle Grp., Inc., 2022 WL 1815759 at *11 (Del. Ch. June 3, 2022) (“Defendants Gozycki and Steve Bailey were dual fiduciaries of Carlyle and Authentix, serving as directors of Authentix and as managing directors and officers of certain Carlyle defendants.”); In re Pattern Energy Grp. Inc. S’holder
35
Even if Joshi’s alleged conflict were disabling, it would still not warrant
disclosure given Plaintiffs’ failure to allege that Joshi “participated in the [Merger]
process in any specific or remarkable way.” 173 Plaintiffs do not allege that Joshi
played any role in the sales process or influenced the Special Committee. The Proxy
“does not indicate that [Joshi] had any substantial role in negotiating the
[Merger].” 174
From the perspective of a reasonable stockholder, Joshi’s position was not
material information that would have altered the “total mix” of information. 175 Nor
is there “a substantial likelihood that a reasonable investor would consider it
important in deciding how to vote.” 176
Litig., 2021 WL 1812674, at *66 (Del. Ch. May 6, 2021) (“To plead interestedness, a plaintiff can plead the fiduciary received ‘a personal financial benefit from a transaction that is not equally shared by the stockholders,’ or ‘was a dual fiduciary and owed a competing duty of loyalty to an entity that itself stood on the other side of the transaction or received a unique benefit not shared with the stockholders.’”)).
173 See Kihm, 2021 WL 3883875, at *22 (“Even assuming NEA has divergent liquidity
interests, those specific interests do not add to the total mix of stockholder information about Mott or the sales process, because neither Mott nor NEA is alleged to have participated in the Acquisition process in any specific or remarkable way. . . . Similarly, the Recommendation Statement does not indicate that Mott had any substantial role in negotiating the Acquisition. In this case, absent any allegation of bad acts, or even any act at all, further detail about the depths of Mott’s allegedly bad intentions is immaterial.”).
174 Id.
175 Rosenblatt v. Getty Oil Co., 493 A.2d 929, 944 (Del. 1985).
176 Id.
36
ii. Maudlin’s Alleged Conflict
Plaintiffs allege that the Proxy was deficient because it did not disclose that
Maudlin “served on 13 boards of directors of companies in which Insight Partners had
invested and/or on which a representative of Insight Partners also served on the
board of directors,” or that he reminded the Special Committee of this fact at its
October 20, 2023 meeting. 177 Defendants argue that Maudlin’s alleged conflict was
sufficiently disclosed in the Proxy and that the alleged deficiencies Plaintiffs identify
are immaterial. 178 Defendants also argue that Maudlin’s service on Insight-affiliated
boards did not create a disabling conflict that should have been disclosed to
stockholders. 179 As with Joshi, Defendants argue that Maudlin is entitled to Section
144(d)(2)’s heightened presumption of disinterestedness and independence, and that
Plaintiffs have failed to rebut the presumption. 180
Alteryx’s Board determined that Maudlin was independent, triggering Section
144(d)(2)’s heightened presumption of independence. 181 Plaintiffs have significant
arguments that they have pled “substantial and particularized” facts that rebut the
presumption for pleading-stage purposes. Defendants do not dispute that Maudlin
177 Compl. ¶ 243.
178 Defs. OB at 38.
179 Id. at 38–39.
180 Id. at 39.
181 Ex. 4 at 9.
37
disclosed his potential conflicts to, and later resigned from, the Special Committee. I
therefore assume, for purposes of analysis, that Plaintiffs have alleged “specific, nonconclusory facts of sufficient qualitative significance to support a reasonable
inference of a material interest or relationship that would impair [Maudlin’s]
objective judgment.” 182 Although the fact that Maudlin self-disabled tends to support
this conclusion for pleading stage purposes, I am also cognizant that fiduciaries
sometimes seek to err on the side of caution and have no desire to disincentivize
individuals from doing so.
But even assuming Maudlin faced a disabling conflict, Plaintiffs have failed to
allege that the Proxy did not adequately disclose the material facts relating to it.
Plaintiffs’ alleged disclosure deficiencies with respect to Maudlin boil down to (1)
failure to disclose the specific number of Insight-affiliated boards on which Maudlin
had served; and (2) failure to disclose that Maudlin reminded the Special Committee
of his service on Insight-affiliated boards at the October 20, 2023 meeting. 183
Plaintiffs argue that the Proxy’s statement that Maudlin served on “various,”
as opposed to “13,” Insight-affiliated boards “renders the Proxy vague and
182 Ayers, 2026 WL 1723538, at *11.
183 See Compl. ¶ 243 (recognizing the Proxy disclosed that “Maudlin had been ‘a director for various companies that had received investments from Insight and at which representatives of Insight also served as directors.’”) (quoting Proxy at 61); Pls. AB at 36–37 (recognizing that “[t]he Proxy [] disclosed that Maudlin discussed his Insight affiliations with the Special Committee during its October 26 meeting and determined to resign.”).
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misleading.” 184 But “[a] complaint does not state a disclosure violation by noting
picayune lacunae or ‘tell-me-more’ details left out.” 185 The Proxy disclosed that
Maudlin served on various Insight-affiliated boards and that Maudlin resigned from
the Special Committee when Insight became a serious bidder. Considering these
disclosures, the specific number of Insight-affiliated boards on which Maudlin had
served is not material information that renders the Proxy’s disclosures deficient.
Instead, it is a “[r]edundant fact[]” and “insignificant detail[]” that need not be
disclosed to stockholders. 186
Plaintiffs also argue that the omission of the discussion regarding Maudlin’s
conflicts at the October 20, 2023 Special Committee meeting renders the Proxy
misleading because it “creates an inaccurate recitation of how the Special Committee
handled Maudlin’s conflict.” 187 Plaintiffs further argue that through this omission,
“the Proxy does not acknowledge that the Special Committee failed to take remedial
action multiple times.” 188 But, regardless of Plaintiffs’ negative characterization, this
is all readily inferable from what the Proxy does disclose and thus would not alter the
184 Pls. AB at 37 (“But ‘various’ simply means ‘an indefinite number greater than one,’
meaning as few as two affiliations, which renders the Proxy vague and misleading.”).
185 Teamster Members Ret. Plan v. Dearth, 2022 WL 1744436, at *12 (Del. Ch. May 31,
2022) (quoting Salladay v. Lev, 2020 WL 954032, at *12 (Del. Ch. Feb. 27, 2020)).
186 In re Merge Healthcare Inc., 2017 WL 395981, at *9 (Del. Ch. Jan. 30, 2017).
187 Pls. AB at 37.
188 Id.
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“total mix” of information disclosed to stockholders. 189 The Proxy discloses that
Maudlin reminded the Special Committee about his service on Insight-affiliated
boards on October 2, 2023, and that the Special Committee resolved to discuss these
relationships at a future meeting. 190 The Proxy then discloses several events—
including the October 20, 2023 Special Committee meeting—before Maudlin
“reviewed his prior disclosures to the Special Committee concerning his service” on
Insight-affiliated boards and resigned from the Special Committee on October 26,
2023. 191 That the Special Committee took no action between Maudlin’s initial
disclosure and resignation is readily apparent from the Proxy’s disclosures.
Maudlin’s service on various Insight-affiliated boards was disclosed, as was his
disclosure of this information to, and his ultimate resignation from, the Special
Committee. That is sufficient.
iii. CLO Lal’s Alleged Conflict
Plaintiffs allege that the Proxy was deficient because it failed to disclose Lal’s
“personal relationship with a senior principal of Clearlake Capital” and his
“investment in one of Clearlake’s funds.” 192 Plaintiffs allege that “[t]he Special
Committee did nothing to attempt to address the fact that Lal had attended and acted
189 See Merge Healthcare, 2017 WL 395981, at *9 (“[R]easonable assumptions need not
be disclosed.”).
190 Proxy at 59.
191 Id. at 61.
192 Compl. ¶¶237–42.
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as secretary for every Special Committee and Board meeting during the sales process
while laboring under this undisclosed conflict.” 193
After Lal disclosed these potential conflicts to the Special Committee and
reminded the Special Committee about them at a subsequent meeting, “[t]he [Special]
Committee determined that Mr. Lal’s relationships with Cleearlake [sic] Capital did
not affect Mr. Lal’s independen[ce.]” 194 “[N]onetheless, the [Special] Committee
determined that Mr. Lal would not participate in future executive sessions of the
[Special] Committee to avoid any appearance of a potential conflict.” 195
Plaintiffs argue this does not justify non-disclosure of Lal’s alleged conflicts,
arguing that “the determination of materiality is considered from the viewpoint of a
reasonable stockholder, not the subjective view of the Board or Special Committee.”196
But Lal’s conflicts are not the type of information that would be important to a
reasonable stockholder deciding how to vote. As Defendants point out, “the
Complaint does not allege Lal impacted the Merger in any way.” 197 Lal “was not a
director; he had no vote on the Merger; and he is not alleged to have had any
communications with Clearlake—or any other bidder—during the process, to have
193 Id. ¶ 239.
194 Ex. 5 at -1789.
195 Id.; Compl. ¶¶ 164–66.
196 Pls. AB at 35–36 (emphasis in original).
197 Defs. OB at 41.
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steered the process in any way, or to have misled the Board.” 198 In determining
whether an alleged conflict is disabling and thus material for disclosure purposes,
Delaware courts consider the individual’s role in the deal process. 199 Lal is not
alleged to have taken any part in the actual deal process or to have influenced the
process one way or the other.
Plaintiffs argue that “Lal continued serving as secretary for every Board and
Special Committee meeting—thus controlling the documentary record—as he had
throughout the entire sales process,” 200 suggesting, without actually alleging, that Lal
may have manipulated the record. This argument ignores Lal’s role and the
responsibility of the Special Committee and the other directors. Lal’s role was
secretarial. The Special Committee members “[r]eviewed and approved” the Special
Committee meeting minutes. 201 And the Board as a whole was responsible for the
198 Id.
199 See, e.g., Allen v. Harvey, 2023 WL 7122641, at *6 (Del. Ch. Oct. 30, 2023) (“Information pertaining to Harvey’s potential conflicts, given her role as the purportedly independent chair of the Transaction Committee, is material.”) (emphasis added); In re Orchard Enters., Inc. S’holder Litig., 188 A.3d 1, 22 (Del. Ch. 2014) (“This court has held that special committee members’ prior . . . relationships’ with a controller ‘should have been disclosed’ because the committee’s ‘role as negotiators on behalf of the minority stockholders.’”) (emphasis added); In re Emerging Commc’ns, Inc. S’holders Litig., 2004 WL 1305745, at *37 (Del. Ch. May 3, 2004) (“[T]he disclosure documents misled minority stockholders . . . [because] there was no disclosure of [two committee members’] long-standing financial relationships with [the transaction counterparty]. . . . The disclosure documents misleadingly suggested that the Special Committee, and perhaps a majority of the entire board, were independent.”) (emphasis added).
200 Pls. AB at 35 (emphasis in original).
201 E.g., Ex. 38 at -1781.
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accuracy of the Proxy. 202 Plaintiffs do not allege that Lal misled the Special
Committee or the Board. Indeed, Plaintiffs allege that Lal disclosed his potential
conflicts to the Special Committee. 203 And, despite determining that Lal’s disclosed
relationship with Clearlake did not affect his independence, the Special Committee
excluded Lal from executive sessions. 204
Lal’s alleged conflicts are not material information that would have altered the
“total mix” of information disclosed to stockholders.
iv. Goldman Sachs and Morgan Stanley’s Alleged
Conflict
Finally, Plaintiffs allege that the Proxy was deficient because it did not disclose
that Goldman Sachs and Morgan Stanley provided the Special Committee with
“preliminary valuations and market perspectives” and later served as financial
advisors to Insight and Clearlake. 205 Plaintiffs argue that “[b]ecause Clearlake was
involved in the sales process since April 2023,” and the Special Committee received
the preliminary information provided by Goldman Sachs and Morgan Stanley in May
202 See In re Solera Hldgs., Inc. S’holder Litig., 2017 WL 57839, at *9 (Del. Ch. Jan. 5,
2017) (“Under Delaware law, when directors solicit stockholder action, they must ‘disclose fully and fairly all material information within the board’s control.’”) (quoting Stroud v. Grace, 606 A.2d 75, 84 (Del. 1992)) (emphasis added).
203 Compl. ¶¶ 238–39.
204 Ex. 5 at -1789.
205 Compl. ¶¶ 89, 244.
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2023, “it is very possible that Goldman’s and Morgan Stanley’s conflicted
representations of Clearlake/Insight and the Special Committee were concurrent.” 206
Plaintiffs’ allegations ignore that the Special Committee did not retain
Goldman Sachs or Morgan Stanley as its financial advisors, nor did the Special
Committee engage with Goldman Sachs or Morgan Stanley directly. Instead, the
Special Committee directed Alteryx’s management to “contact[] representatives of
two independent financial advisors to obtain their perspectives on the current and
prospective trading performance” of Alteryx’s stock. 207 The Special Committee also
instructed management not to “disclose to these financial advisors the ongoing work
of the Special Committee or the Alteryx Board related to a potential sale of Alteryx
or any other strategic alternatives.” 208 Management presented the Special
Committee with the feedback received from the financial advisors in the Special
Committee’s June 8, 2023 meeting. 209 The Proxy discloses all this. The only thing
undisclosed is the identities of the financial advisors. But that information is not
material.
206 Pls. AB at 39.
207 Proxy at 47; Compl. ¶ 244.
208 Proxy at 47.
209 Id.
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As Plaintiffs recognize, the Special Committee was fully empowered to retain
its own advisors and selected Qatalyst as its financial advisor. 210 Plaintiffs do not
dispute that neither Goldman Sachs nor Morgan Stanley ever advised the Special
Committee in connection with Alteryx’s sales process. 211 Plaintiffs cite to Inovalon
and Brookfield, but both those cases involved a “concurrent [advisor] conflict.” 212 The
Complaint’s allegations do not support a reasonable inference that such a conflict
existed here. The Special Committee did not retain Goldman Sachs or Morgan
Stanley as its financial advisor—it retained Qatalyst. 213 And the Special Committee
determined that Qatalyst “would provide the valuation materials that the [Special]
Committee would use in connection with any decision to sell the Company.” 214
Plaintiffs do not allege otherwise.
210 Compl. ¶¶ 72–73; Ex. 16 at -1714.
211 Defs. OB at 42–43; Defs. RB at 16.
212 See City of Dearborn Police and Fire Revised Ret. Sys. v. Brookfield Asset Mgmt.
Inc., 314 A.3d 1108, 1134 (Del. 2024) (“Even though, standing alone, Kirkland’s prior conflicts with Brookfield may not have been sufficient to state a claim, we hold that it is reasonably conceivable that the details of Kirkland’s conflicts, and particularly, the concurrent conflict, were material facts for stockholders that required disclosure.”); Inovalon, 319 A.3d at 292– 96 (Del. 2024) (“In this case, it was [] misleading for the Proxy to state that Evercore ‘may’ provide advisory services to Noric and Insight when, in fact, it was providing such services, and thus there was an actual concurrent conflict. Evercore’s concurrent representation, in unrelated transactions, of Nordic, the bidder of the Company, and Insight, a co-investor, were material facts.”).
213 To confirm, there is likewise no indication, either in the Complaint or the Proxy,
that the Company or management retained Goldman Sachs or Morgan Stanley.
214 Ex. 13 at -1728; Proxy at 47.
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Plaintiffs argue that Goldman Sachs and Morgan Stanley “received
management’s non-public projections in connection with their analyses.” 215
Stockholders know that bidders are provided with non-public information in due
diligence. Indeed, the Proxy discloses that as of June 10, 2023, all bidders “were
granted access to a virtual data room containing non-public operational and financial
information regarding Alteryx’s business,” and “[f]rom time to time thereafter,
Alteryx management met with representatives of each of these potential acquirers
and other potential acquirers, with the awareness and authorization of the Special
Committee, to provide operational and financial due diligence information regarding
Alteryx’s business.” 216
Even accepting as true the allegation that Goldan Sachs and Morgan Stanley
received non-public information on Alteryx’s financials, Plaintiffs still fail to explain
how this would be material. Plaintiffs do not allege that “management’s non-public
projections” were not included in the data room and provided to all bidders. Plaintiffs
do not allege that Goldman Sachs and Morgan Stanley received different or
additional information compared to what was made available to all bidders. 217
215 Pls. AB at 39.
216 Proxy at 48.
217 Plaintiffs appear to suggest—though they do not allege—that Goldman Sachs and
Morgan Stanley had some unfair advantage in their representation of Clearlake given Clearlake’s involvement early in the sales process. Any such suggestion is belied by the fact (disclosed in the Proxy and recognized by Plaintiffs’ own allegations) that Clearlake withdrew from the sales process, along with multiple other bidders, after Alteryx’s August 7, 2023, earnings call. See Compl. ¶ 137 (noting Clearlake’s withdrawal from the sales process on
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Plaintiffs thus fail to explain how the identities of Goldman Sachs and Morgan
Stanley would have been material to Alteryx’s stockholders considering the financial
advisors were not retained by the Special Committee, and the Special Committee did
not rely on their preliminary analyses in its decision-making.
* * *
Plaintiffs have failed to identify any deficiency in the Proxy’s disclosures that
would render the stockholder vote uninformed. As the Delaware Supreme Court
explained in Corwin, “the effect of the uncoerced, informed stockholder vote is
outcome-determinative[.]” 218 That is because “[w]hen a transaction has been
approved by a majority of the disinterested stockholders in a fully informed and
uncoerced vote, the business judgment rule applies and ‘insulates the transaction
from all attacks other than on grounds of waste.’” 219 Accordingly, Count I against the
Director Defendants is dismissed.
Plaintiffs’ other claims likewise cannot survive the stockholder vote. Count II
alleges that Stoecker breached his fiduciary duties in his capacity as Alteryx’s
controlling stockholder by “causing Alteryx to agree to the Merger through an unfair
August 10, 2023) (citing Proxy at 53 (explaining Clearlake withdrew from the sales process because of “concerns regarding the deceleration in Alteryx’s growth trajectory and the perceived risks related to improving Alteryx’s profitability profile.”)). That withdrawal is, if anything, inconsistent with a suggestion that Clearlake enjoyed some informational advantage through Goldman Sachs and Morgan Stanley’s receipt of non-public management projections.
218 Corwin, 125 A.3d at 308.
219 Collins, 165 A.3d at 286 n.1.
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process at an unfair price.” 220 Count III alleges that Lal breached his fiduciary duties
as an officer of Alteryx by “conceal[ing] his personal and financial conflicts of interest
with Clearlake from the Special Committee for many months and remain[ing]
involved in the process even after the belated disclosures.” 221 Both claims attack the
Merger. But the effect of the fully informed, uncoerced stockholder vote “is to invoke
the protection of the business judgment rule and to insulate the Merger from all
attacks other than on the ground of waste.” 222 Plaintiffs have not pled a claim for
waste. Accordingly, Counts II and III are dismissed.
Count IV alleges that Insight aided and abetted the alleged breaches of
fiduciary duties in Counts I, II, and III. 223 Because those predicate claims fail, so too
does Plaintiffs’ claim for aiding and abetting. 224
III. CONCLUSION
For the reasons explained above, each of Plaintiffs’ claims is dismissed under
Rule 12(b)(6).
220 Compl. ¶ 286.
221 Id. ¶ 290.
222 Harbor Fin. P’rs v. Huizenga, 751 A.2d 879, 890 (Del. Ch. 1999) (emphasis added).
223 Compl. ¶ 294.
224 See In re KKR Fin. Hldgs. LLC S’holder Litig., 101 A.3d 980, 1003 (Del. Ch. 2014)
(“An aiding and abetting claim ‘may be summarily dismissed based upon the failure of the breach of fiduciary duty claims against the director defendants.”) (internal quotation marks and citation omitted), aff’d sub nom. Corwin v. KKR Fin. Hldgs. LLC, 125 A.3d 304 (Del. 2015); Campanella v. Rockwell, 2025 WL 519554, at *10 (Del. Ch. Feb. 18, 2025) (dismissing aiding and abetting claim based on dismissal of predicate breach of fiduciary duty claims under Corwin); Kihm, 2021 WL 3883875, at *24–25 (same).
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