Tooley v. Donaldson, Lufkin, & Jenrette, Inc.
Supreme Court of Delaware
845 A.2d 1031 (2004)
Relevant factsFree
Minority DLJ shareholders Tooley and Lewis (plaintiffs) sued before a merger closed, alleging the board breached its fiduciary duty by agreeing to extensions of a tender-offer deadline beyond the plaintiffs' control; the trial court dismissed for lack of special injury since the plaintiffs suffered no harm beyond that of other shareholders.
IssueFree
Whether, to constitute a direct shareholder claim, as opposed to a shareholder derivative claim on behalf of the corporation, the plaintiff's claimed direct injury must be independent of any alleged injury to the corporation.