The case involved a venture capital-led recapitalization, in which common stockholders claimed that the terms of the recapitalization destroyed the value of their common stock. The common stockholders sued the directors and the venture capital firms that were cashed out in the recapitalization, alleging breach of fiduciary duty. The court held that the directors were entitled to the benefit of the business judgment rule because the board's special committee was properly constituted and executed on its duties properly, and further held that the venture capital defendants had not engaged in any "abuse of control" that could render them liable as alleged controlling stockholders.