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recognizing that, in a derivative action against the "human agents" of the corporation, there is "no suit by a co-conspirator, on the one hand, and its partner in crime on the other . . . because corporate agents (be they directors, officers, employees or outside contractors) do not conspire with the corporation when they work together to cause the corporation to act. Rather, the agents' actions are the actions of the corporation itself, and if those actions involve concerted illegal activity with another corporation, it is the two corporations who are, at core, the co-conspirators"
Summary of this case from Buttonwood Tree Value Partners, L.P. v. PolkOpinion
Nos. 451, 2009, 574, 2009.
December 29, 2010.
Court Below: Court of Chancery of the State of Delaware, C.A. Nos. 753, 769.
Before STEELE, Chief Justice, and HOLLAND, BERGER, JACOBS, AND RIDGELY, Justices, constituting the court en banc.
ORDER
This 29th day of December 2010, upon consideration of the briefs of the parties, and their contentions in oral argument, it appears to the Court that the judgment of the Court of Chancery should be affirmed on the basis of and for the reasons set forth in its decision dated June 17, 2009.
NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of Chancery is AFFIRMED.