Playing games with virtual ellipses is not a way to plead non-conclusory facts. See In re BHC Commc'ns S'holder Litig., Inc., 789 A.2d 1, 13 (Del.Ch.2001) (stating that the court “need only draw inferences that [it] finds to be both reasonable and supported by the factual allegations of the complaint[ ],” but that it “harbor[ed] serious reservations about the basis for [the] allegations” given the plaintiffs' “highly selective (and near total) reliance on the draft registration statement” in that case, which it found “troubling” given their “slavish copying of large parts of that document,” but denying the motion to dismiss because it concluded that the plaintiffs had pled non-conclusory facts rather than assert the existence of inferences to be drawn from the alleged facts that could not be reasonably drawn from the other alleged facts). With that mind, let us return to the story.

So, at bottom, dismissal can only happen "if the defendants' interpretation is the only reasonable construction as a matter of law." See, e.g., In re BHC Cmmc ns S'holder Litig., Inc., 789 A.2d 1, 8-9 (Del. Ch. 2001). In re Gen. Motors (Hughes) S'holder Litig., 897 A.2d 162, 169 (Del. 2006) (internal quotations and citations omitted).

See In re Synthes, Inc. S'holder Litig., 50 A.3d 1022, 1024 (Del. Ch. Aug. 17, 2012) ("[P]ro rata treatment remains a form of safe harbor under [Delaware] law."); see also In re BHC Commc'ns, Inc. S'holder Litig., 789 A.2d 1, 11 (Del. Ch. 2001) (explaining the mere fact that controlling stockholder proposed transaction or participated in negotiations "could not ordinarily support a claim of breach of fiduciary duty against it unless there were well-pleaded allegations that it had an interest in the transaction that differed from that of the other stockholders and exercised its control over the approval of the transaction"); Crimson, 2014 WL 5449419, at *12 ("Entire fairness review is not triggered solely because a company has a controlling stockholder. The controller must also engage in a conflicted transaction."); Voigt, 2020 WL 614999, at *23 (same).

" 789 A.2d 1 (Del. Ch. 2001). Id. at 4.

By the same token, Plaintiffs' contention that Peachtree LLC's "ultimate parent" after the IPO Merger in 2013 was Peachtree Inc., its immediate parent, is also unreasonable. See, e.g., Judah v. Shanghai Power Co., 494 A.2d 1244, 1245 (Del. 1985) (referring to Boise Cascade Corporation, where it was "the ultimate owner of most of Shanghai [Power Company's ("Shanghai")] common stock and where Shanghai wholly-owned Western District Power Company ("Western"), as the "ultimate parent" of Shanghai and Western); Andaloro v. PFPC Worldwide, Inc., 2005 WL 2045640, at *1 (Del. Ch. Aug. 19, 2005) (referring to PNC Financial Services Group, Inc., which was the immediate parent of PFPC Holding Corp., which in turn was the immediate parent of PFPC Worldwide, Inc. ("Worldwide"), as the "ultimate parent" of Worldwide); In re BHC Commc'ns S'holder Litig., Inc., 789 A.2d 1, 11 (Del. Ch. 2001) (referring to Chris-Craft Industries, Inc. ("Chris-Craft") as the "ultimate parent corporation" of United Television, Inc. ("UTV"), where Chris-Craft owned a majority interest in BHC Communications, Inc., "which corporation, in turn own[ed] a majority interest" in UTV). For the reasons explained above, Peach LLC was an indirect subsidiary of Wentworth immediately before the Peach Merger. Orchard was likewise a wholly-owned subsidiary of JGW LLC after the Peach Merger, which requires that I identify the "ultimate parent" of Orchard. Applying the only reasonable interpretation of "ultimate parent," the chain of control immediately after the Peach Merger, as depicted in Chart 4, was as follows: JGW LLC was Orchard's parent; Peachtree LLC was JGW LLC's parent, it is reasonable to infer that Holdco was Peachtree LLC's parent; Wentworth was Holdco's parent as its sole managing member; JLL Distribution was Wentworth's parent through its greater than 99% interest; and Fund V was JLL Distribu

Id. at 11, 12. Growbow v. Perot, 539 A.2d 180, 187 & n.6 (Del. 1988); In re BHC Commc'n., Inc. S'holder Litig., 789 A.2d 1, 9 (Del. Ch. 2001). Nebenzahl v. Miller, 1996 WL 494913, at *3 (Del. Ch. 1996).

See, e.g., In re Synthes, Inc. S'holder Litig., 50 A.3d 1022, 1026 (Del.Ch.2012) (“Having premised their recitation of the facts squarely on [the Proxy Statement] and incorporated it, the plaintiffs cannot fairly, even at the pleading stage, try to have the court draw inferences in their favor that contradict that document, unless they plead non-conclusory facts contradicting it.” (citing In re BHC Commc'ns S'holder Litig., Inc., 789 A.2d 1, 13 (Del.Ch.2001))); Freedman v. Adams, 2012 WL 1345638, at *5 (Del.Ch. Mar. 30, 2012) (“When a plaintiff expressly refers to and heavily relies upon documents in her complaint, these documents are considered to be incorporated by reference into the complaint[.]”); e4e, Inc. v. Sircar, 2003 WL 22455847, at *3 (Del.Ch. Oct. 9, 2003) (concluding that the court could consider a letter not attached to the complaint because “the wrongful conduct alleged to have been engaged in by [the defendant] was taken directly from that ... letter”); accord DeLuca, 695 F.Supp.2d at 59 (“Pleadings include not just the four corners of the complaint, but also any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference.

In this case, from the face of the complaint and the documents attached thereto, I conclude that plaintiff has failed to comply with the requirements of § 220. In re BHC Commc'ns, Inc. S'holders Litig., 789 A.2d 1, 8 (Del. Ch. 2001).FS Parallel Fund L.P. v. Ergen, 2004 WL 3048751, at *2 (Del. Ch. Nov. 1, 2004).

Although plaintiff did not include a breach of fiduciary duty claim in its proposed second amended complaint, defendants devote significant attention to arguments against a breach of fiduciary duty claim possibly asserted as a direct claim. Defendants distinguish the cases cited by plaintiff because those cases involve claims that are classically direct, unlike the claims asserted here (reply at 6-7, citing In re BHC Communications, Inc. Shareholder Litigation, 789 A2d 1 [Del Ch 2001]; Odyssey Partners, L.P. v Fleming Cos., 735 A2d 386 [Del Ch 1999]; Gentile v Rosette, 906 A2d 91 [Del Ch 2006]; Fischer v Fischer, 1999 Del Ch LEXIS 217 [Ch Nov 4, 1999]; McBeth v Porges, 171 FSupp3d 216 [SD NY 2016]).

In this context, the allegations of the complaint can be fairly tested by taking into account the exculpatory provision. See Schaer v. Brandeis University, 432 Mass. at 477; In re BHC Communications, Inc. Shareholder Litig., 789 A.2d 1, 9-10 Del. 2001) (court considered on a Rule 12(b)(6) motion whether certificates of incorporation containing exculpatory provisions precluded claims against directors, where those provisions were not alleged in the complaint but plaintiffs conceded their existence]. Therefore, I take judicial notice of Friendly's corporate exculpatory provision and consider it in connection with the motions to dismiss without converting the outside directors' Rule 12(b)(6) motions to summary judgment motions.